2013 tamil newsprint

Driven by Excellence.

MMoovviinngg uupp aanndd aahheeaadd..

34 th

Annual Report

2013-2014

TTaammiill NNaadduu NNeewwsspprriinntt aanndd PPaappeerrss LLiimmiitteedd

Approved Wrapper_for printing:Layout 1 8/7/14 4:40 PM

Notice 17

Directors’ Report 30

Management Discussion and Analysis 40

Report on Corporate Governance 48

Report of the Statutory Auditors 72

Comments of the Comptroller and

Auditor General of India 78

Balance Sheet 80

Statement of Profit and Loss 81

Cash Flow Statement 82

Notes to Accounts 83

CONTENTS

Approved Wrapper_for printing:Layout 1 8/7/14 4:40 PM

Company Information

1

BOARD OF DIRECTORS

TThhii rruu CC VV SSaannkkaarr IIAASS Chairman & Managing Director

(Full Additional Charge

w.e.f. 25.10.2013)

TThhii rruu NN SS PPaa llaanniiaappppaann IIAASS Chairman & Managing Director

(From 13.12.2012 to 25.10.2013)

TThhii rruu TT UUddhhaayyaacchhaannddrraann IIAASS Director

TThhii rruu MMaahheessaann KKaassii rraa jjaann IIAASS Director

TThhii rruu AA VVee ll ll iiaannggii rr ii Deputy Managing Director

Thii rru RR Mann i Director (Operations)

Thii rru VV NNaarrayyaannaann Director

Thii rru NN KKummaarraavvee lluu Director

TThhii rruu MM RR KKuummaarr Director

TThhii rruu VV NNaaggaappppaann Director

Tmt SSaraaddaa JJagaann Director

Registered Office: 67, Mount Road, Guindy,

Chennai – 600 032.

Factory: Kagithapuram – 639 136,

Karur District, Tamil Nadu.

AUDITORS :

M/S Raman Associate,

Chartered Accountants,

1st Floor, RE Apartments,

No.7, Arya Gowda Road,

West Mambalam,

Chennai 600 033.

BANKERS :

Canara Bank

DBS Bank Ltd.

HDFC Bank Ltd.

Indian Bank

Indian Overseas Bank

Oriental Bank of Commerce

Punjab and Sind Bank

State Bank of India

State Bank of Patiala

State Bank of Travancore

Syndicate Bank

The Hongkong and Shanghai Banking

Corporation Ltd.

The Karur Vysya Bank Ltd.

Union Bank of India

Driven by Excellence - Moving up and ahead.

Initial Pages_2_Pantone Yellow:Layout 1 8/8/14 6:18 PM Page 1

FINANCIAL HIGHLIGHTS - 10 YEARS AT A GLANCE

* Regrouped as per pre-revised Schedule VI for the purpose of comparison only.

DESCRIPTION 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14

REVENUE: (Rs. in lakhs)

Sales & Other Income 66823 80141 88040 96965 110030 107362 122504 153899 188118 230195

PBIDT 11727 18768 21455 26266 30792 31980 36274 43543 42207 52320

Interest 1622 1864 2052 2391 4927 4618 4424 14127 12097 12821

Profit Before Tax 3917 10147 12503 16306 15785 15806 19514 12511 12611 20268

Tax 122 2092 3897 5023 5047 3200 4615 1617 3463 4150

Profit After Tax 3795 8055 8606 11283 10738 12606 14899 10894 9148 16118

BALANCE SHEET: (Rs. in lakhs)

Net Fixed Assets 72836 81726 117782 128351 148396 209659 229342 248678 254101 252819

Investments 114 114 114 1715 114 1140 114 114 114 114

Captive Plantation 147 198 289 304 504 962 1319 1795 2121 2121

Net Other Assets 15238 16464 10670 7699 20048 25993 34575 46836 26279 38718

Total Capital Employed 88335 98502 128855 138069 169062 237754 265350 297423 282615 293772

Shareholders Fund 46474 52212 57631 63990 66432 80450 91579 97068 103547 114597

Borrowings 25004 30814 55940 55244 80645 136291 148810 173379 150022 147511

Deferred Tax Liability 16857 15476 15284 18835 21985 21013 24961 26976 29046 31664

Total 88335 98502 128855 138069 169062 237754 265350 297423 282615 293772

Book Value Per Share (Rs.) 66.74 75.44 83.27 92.46 95.99 116.24 132.32 140.25 149.61 165.58

EPS (Rs.) 5.47 11.66 12.43 16.30 15.52 18.21 21.53 15.74 13.22 23.29

Dividend (%) 27.50 30.00 40.00 45.00 45.00 45.00 50.00 50.00 50.00 60.00

Debt to equity 0.32 0.42 0.84 0.62 0.88 1.19 1.17 1.21 0.97 0.89

2

* **

* **


• Sales turnover crossed Rs. 2000 crore for the first time.

• Paper production increased to 387714 Mts, 16077 Mts. higher than the previous year.

• Paper sales increased to 391843 MT. against 373229 MT. in the previous year.

• Achieved ZERO stock of Printing and Writing Paper at the end of the year.

• Produced 113904 tons of Cement using lime sludge and fly ash generated in the Paper Mill.

TNPL is the First and only Company in the Paper industry to have established this facility

• Commissioned De-inking pulp plant of a capacity of 300 tpd.

• Augmented the captive power generation capacity to 103.62 MW. from 81.12 MW. Surplus

power is exported

• Generated 96.64 lakh cubic metres of methane in the two Bio- methanation plants and

saved usage of 5766 kl. of furnace oil valuing Rs. 24.54 crores.

• Generated 522.07 lakh units of ‘Green Power’ from the two wind farms

• Overall Water consumption was reduced to 42 Kl. per MT of paper.

• Commissioned 100 tonnes per day Wet Ground Calcium Carbonate plant on BOO basis.

• Commenced works relating to setting up a state-of-the-art Multilayer Double Coated Board

Plant of a capacity of 200,000 tons per annum in Manaparai Taluk, Trichy District. The project

is scheduled to be completed by December 2015.

• Return On Equity (ROE) is 14.06% and Payout ratio is 30.14%.

• Dun & Bradstreet, Mumbai, has selected TNPL as the TToopp IInnddiiaann CCoommppaannyy uunnddeerr tthhee

sseeccttoorr PPaappeerr ffoorr DDuunn && BBrraaddssttrreeeett CCoorrppoorraattee AAwwaarrddss 22001144,, third time in a row.

• Received the ““EEnnvviirroonnmmeennttaall BBeesstt PPrraacctt iicceess AAwwaarrdd 22001133”” from Confederation of

Indian Industry (CII).

Achievements 2013 -14

3


4

Consistent Growth

2487

2011-12

2293

202010-11

20972293

20010-12009-102008-09

25282541

2013-142012-13

2097

20009-1020008-09

1484

2487

2

2487

011-12

25282541

2013-120 3012-13

3517

2011-12

3364

2

3364

2010-11

2299

22010-12009-10

2177

2008-09

4136

3598

2013-142012-13

2299

22009-1

2177

22008-09 12

3517

2011-1

4136

3598

2013-142 132012-1

2011-122010-112009-102008-09

2302

2013-142012-13

1539

1225

201

1074

200 010-1

1225

20 20008-09 009-1

10741100

1881

2302

2013-132 20012-1011-1

153918813433063

2011-12

265044

3

20

4

2010-11

245008

265044

20010-1

8

2009-10

254903

2008-09

387714371637

2013-142012-13

2245008

20009-10

254903

20008-09

43306

2

43306

011-1

3877143 771637

2013-120 3012-1

435

2011-12

363

202010-11

320

363

20010-12009-10

320

20009-1

308

2008-09

523

422

2013-142012-132

435

011-1

523

422

2013-1420 3012-1

Gross Fixed Assets Rs. In Crore Net Fixed Assets Rs. In Crore

Production Metric Tonnes Sales and Other Income Rs. In Crore

PBIDT Rs. In Crore

125

2011-12

195

202010-112009-10

158

2008-09

203

126

2013-142012-132

125

011-12

126

2013-120 3012-1

195

20010-1020009-10

158

008-09

158

PBT (Profit Before Tax) Rs. In Crore


5

1.21

2011-12

1.17

1.21

202010-11

1.191.17

20010-1

1.19

2009-1020009-10

0.88

2008-09

0.890.97

2013-142012-132011-1

0.890.97

2013-120 3012-1

971

2011-12

916

202010-11

805

916

20010-12009-10

805

20009-1

664

2008-09

1146

2013-14

1035

2012-132

971

011-1

1146

2013-1

1035

20 3012-1

2011-122010-112009-102008-09

165.58

2013-142012-13

140.25132.32

201

12

116.24

200 010-1

132.324

20 20008-09 009-1

116.24

95.99

149.61

165.58

2013-132 20012-1

5

011-1

40.251149.6150

2011-12

50

202010-11

4550

20010-12009-10

45

20009-1

45

2008-09

60

2013-14

50

2012-132

50

011-1

60

2013-1

50

20 3012-1

2011-122010-112009-102008-09

65875

2013-142012-13

804598

64776

201

6

50394

200 010-1

664776

550394

20 20008-09 009-1

550394

33461

7122665875

2013-132 20012-1

80459

011-1

6771226

15.74

2011-12

21.53

202010-11

18.2121.5321.53

20010-12009-10

18.21

20009-1

15.52

2008-09

23.29

2013-14

13.22

2012-132

15.74

011-1 2013-1

13.22

20 3012-1

Net Worth Rs. In Crore Debt Equity Ratio

Dividend Percentage (%) Book Value per Share (Rs.)

Earning Per Share (EPS) (Rs.) Exports Metric Tonnes


Driven by Excellence - Moving up and ahead : Technology

TNPL took up the implementation of Mill

Development Plan (MDP) in the year 2005,

for improving the environmental standards

and to increase the in-house pulping capacity

from 520 tpd to 720 tpd. The MDP was

completed in 2008. Since then, TNPL has

switched over from conventional chlorine

bleaching for producing pulp to

environmentally benign Elemental Chlorine

Free (ECF) bleaching. Paper production

capacity was increased from 230000 tpa to

245000 tpa.

During 2008, TNPL took up implementation

of Mill Expansion Plan (MEP), to increase the

paper production capacity from 2,45,000

tonnes to 4,00,000 tonnes per annum by

installing a new paper machine (PM 3) and

to increase in-house pulp production

capacity from 720 tonnes to 880 tpd . The

MEP was commissioned in January 2011.

Subsequently, the company took up

implementation of : Revamping of Steam

and Power System (RSPS), Installation of a

300 tpd De-inked Pulp line, 600 tpd Lime

Sludge and Flyash Management (LSFM)

system, 100 tpd Wet Ground Calcium

Carbonate (WGCC) and 200 tpd Precipitated

Calcium Carbonate (PCC) plants. With the

implementation of these projects, the

existing site is fully utilised. The company has

chosen the next phase of growth in a new

site as a Green-Field project.

TNPL has taken up implementation of a new

Green-Field Project to install a 200,000 tpa

Multilayer Coated Paper Board Machine

(BM4).The project is located at Mondipatti

Village, Manaparai Taluk in Trichy District,

about 90 km from the existing site.

The capital outlay for the project is Rs.1500

crore. The BM4 to be supplied by VOITH has

a trim width of 3750mm at the reel. The

design speed is 700 meters per minute and is

capable of producing 200000 tonnes per

annum of finished production.The Paper

Board planned to be produced are : White-

Line Chip Board (WLC), Folding Box Board

(FBB) and Solid Bleached Sulphate Board

(SBS) in the substance range of 170 to 450

GSM. The Board Machine is designed for

Best quality, Highest efficiency and Lowest

utility consumption.

One of the special features of BM #4 is the

Tandem Nipco Flex Press (Shoe Press) with

gentle and high dewatering capacity

resulting in homogeneous densification of

the sheet with more bulk. Also the web is

protected against crushing and surface

defects at higher speeds.

A modern, state of art roll packing and High

bay Automated Storage and Retrieval

systems (ASRS) for intermediate storage of

20,000 MT and finished goods storage of

6000 MT also will be installed as part of the

Board Mill .

The start-up of the BM #4 is targeted for

December 2015. The project will enable TNPL

to make a foray into the growing Multilayer

Double Coated Board segment. Total

production capacity of TNPL will increase

from 400000 tpa to 600000 tpa by March

2016.

6


7

(1) Cement Plant (2) DIP - De-inking Plant (3) 125 Tonnes per hour Boiler

2

1

3


Driven by Excellence - Moving up and ahead : Environment Protection

8

TNPL believes that the environment andassociated natural capitals must be protectedand used in a sustainable way to cater thetoday’s demand as well as the needs of futuregenerations.

TNPL is committed to:

• Produce Eco-friendly quality paper adoptingenvironment friendly technologies

• Improve environmental performancethrough sustained R & D efforts andcontinual improvement in the processes

• Comply with all relevant environmentallegislation and regulation

• Stimulate rational use of resources throughbehavioral and technological improvements

• Minimise waste and maximise recycling /reuse

• Creating social and ecological awarenessamong our work force.

Resource Conservation

TNPL is the leader in manufacturing paperusing bagasse, as primary raw material. Themill has used 772935 MT of depithed bagasseduring the year as primary raw material formanufacture of paper. Utilization of bagasseas fibrous raw material has conserved about 6lakhs Mt of wood in the year 2013-14.

On pulpwood front TNPL is committed to

procure wood only from the responsible

known sources. TNPL’s own farm forestry and

captive plantation programs are covered by FSC

Forest Management Certification which

guarantees that the wood used for the

production of paper come from the plantations

which are managed in a socially and

environmentally responsible way. FSC product

label guarantee the customer that the product

they buy comes from sustainable sources.

TNPL has installed and commissioned a state-

of-the-art de-inking plant of capacity of 300

tons per day during 2013 to produce pulp from

wastepaper.

The mill has implemented various water

conservation projects in 2013-14 and has

reduced water consumption to 42 kl. Per ton of

paper during 2013 -2014 which is one of the

lowest in paper industry.

Waste to wealth

TNPL stepped into an innovative way of

making cement from inorganic solid waste

generated from chemical recovery cycle and fly

ash from power boilers. Every day, about 200

ton lime sludge from first stage caustisizing and

100 ton fly ash from the power boilers are

converted into high grade cement which is firstof its kind in pulp and paper industry. This hasresulted in conservation of 77,440 tons limestone.

CCll iimmaattee CChhaannggee aanndd ssuussttaaiinnaabbii ll iittyy

Towards greening the surrounding areas, thecompany has planted about 12500 trees in andaround the mill. TNPL has generated windpower 522.07 lakh units which resulted inreduction of about 47796 Mt of CO2 equivalentin 2013-14. Similarly, treatment of bagassewash water through the two biomethnationplants have reduced 127928 Mt of CO2

equivalent in 2013-14.

Recognition for environmental protection

An innovative project “Reducing pollution loadand recovery of fiber from D1 and EOP filtrateof Chemical Bagasse fiber line” implementedin TNPL has been awarded “Most InnovativeEnvironmental Project” at Confederation ofIndian Industry (CII) - Environmental BestPractices Award 2013 conducted by CII -Sohrabji Godrej Green Business Centre,Hyderabad.

TNPL was selected as runner-up under “TheWater Efficiency Award” category by Pulpand Paper International (PPI) Awards 2013.


9


Driven by Excellence - Moving up and ahead : Pulpwood Plantation

10

With the increasing demand for thepulpwood raw material and continuousdepletion of natural forest in the country, theNational Forest policy, 1988, emphasizes thewood based industries to generate theirown raw material resources throughafforestation programs by establishinglinkages with the farmers and otherstakeholders and thereby maintain theenvironmental stability through preservationand conserve the natural heritage.

Through effective implementation ofPlantation schemes, TNPL has establishedpulpwood plantations in 1,00,185 acresinvolving 18,709 farmers throughout thestate as on 31.03.2014. It is planned to raiseplantation in 15000 acres of land during theyear 2014-15. About 7.42 lakh MT ofpulpwood has been procured from FarmForestry / Captive Plantation sources in thelast five years. The year wise details of areaplanted and pulpwood procured fromplantation sources are given below.

Through plantation programs TNPL trainsthe farmers in advanced silviculturalmanagement practices of tree cultivation.This plantation program not only ensuresraw material availability but also improves

the environmental status in the operatingareas by converting barren, uncultivabledegraded waste lands into carbon sinkthrough raising plantation. Apart from thisTNPL is also involved in ameliorating the soilthrough integrated reclamation process withphysical, chemical & biological methods byraising pulpwood plantations in the saltaffected areas of Industrial effluent pollutedlands in Noyyal ayacut areas of Tirupur,Erode and Karur Districts.

TNPL also supports the farmers to improvesoil fertility and crop productivity in andaround the mill site in 1700 acres as perTNAU recommendation which makes themto raise regular commercial agricultural cropslike Coconut, sugarcane, tapioca and foddergrass for their livestock by using treatedeffluent water for irrigation.

All these plantation schemes have improvedthe economic status of farming communityby ensuring regular income throughplantation and providing employment to thelocal landless agricultural labourers.

TNPL has established a unique world classstate of art Clonal Propagation and Research Centre (CPRC) to produce clonalplants with minimum area for mother

plants (Clonal Mini gardens) without any rooting hormones. So far 63.67 millionseedlings/clones were produced anddistributed to farmers throughout the stateat subsidized rate.

TNPL Forestry Research and Developmentunit involves in improving the productivity ofthe plantations through various treeimprovement programs such as Screening ofsuperior genotypes, Introduction of newgermplasm of various provenances fromother countries, Inter and Intra specieshybridization, Standardization of micro &macro propagation techniques andConducting multi location adaptive trials incollaboration with Forest College & Research Institute, Mettupalayam andInstitute for Forest Genetics and TreeBreeding, Coimbatore .

TNPL has successfully completed 3 years ofcertificate & surveillance audit for ForestStewardship Council (FSC) –ForestManagement and chain of custodycertificate (RA-FSC-FM/CoC-006000) validfrom July 2012 to July 2017.This certificatecovers 15285 ha of land comprising of 6274units which is the largest area certified byFSC in India.

Year Farm Captive Total No of Qty. ofForestry Plantation extent farmers pulpwood

(acres) procured in MT

2004-05 1891 741 2632 480 -

2005-06 6055 60 6115 1475 -

2006-07 9718 281 9999 2107 -

2007-08 10529 86 10615 2182 -

2008-09 9448 1131 10579 1991 -

2009-10 9687 1830 11517 1773 24260

2010-11 13001 2349 15350 2004 110943

2011-12 13116 2102 15218 3006 276950

2012-13 8698 988 9686 2003 140995

2013-14 7319 1155 8474 1688 188491

Total 89462 10723 10001185 118709 7741163399


11

(1) Captive Plantation (2) Plantation - R & D Multi-location trials (3) Farm Forestry

1

2

3


Corporate Social Responsibility

TNPL is committed to being a socially

responsible corporate citizen.

TNPL has constituted the Corporate Social

Responsibility Committee consisting of

5 independent directors as members of the

Committee. The Committee has formulated

a CSR Policy

The CSR policy is focused primarily on

Education, Health Care, Socio-economic

development, Environmental Sustainability

and promotion of Culture. The Company’s

goal is to protect and nourish the interests of

all its stakeholders .Honesty ,integrity, ethics,

values and transparency will underpin its

policy and interaction with stakeholders. All

activities will sub serve National priorities and

Societal aspirations and will be carried out

with dignity, diligence and decorum.

TNPL’s CSR activities will initially cover 3

Town Panchayats Viz., Punjai Pugalur,

Kagitha Aalai & Punjai Thottakkurichi and 5

Panchayats viz.Punnam, Vettamangalam,

N.Pugalur, Thirukkaduthurai &

Kombupalayam, surrounding Kagithapuram

Plant ,which will form the core of CSR

Operations. Areas around the new Greenfield

site will be identified and added later on.In

addition, need based activities will also be

carried out in areas outside the core areas

within the overall policy guidelines.

As per revised CSR Policy formulated after

the implementation of the Companies Act

2013, the company is committed to spend

atleast 2% of the Profit After Tax of the

previous year for CSR activities but not lower

than 2% of average of previous three years

profit after tax.

TNPL has spent Rs. 327 lakhs for CSR

activities during 2013-14and has proposed

an allocation of Rs.450 lakhs for CSR activities

during the year 2014-15, which will be much

above the target of 2% of the Profit After Tax

of the previous year (Rs.3.22 cr.) and the

average of previous 3 years’ Profit After Tax

(Rs.2.41 cr.)

During the year 2013-2014, the Hon’ble

Chief Minister of Tamil Nadu inaugurated

Out - patient ward constructed at

Government Hospital, Velayuthampalayam,

Karur District at a project cost of Rs. 25.06

lakhs, drinking water supply schemes to

Moorthypalayam, Nadunanaparappu and

Thannasigoundanpudur villages of Karur

District executed at a project cost of

Rs. 83.34 lakhs.

12


13

(1) Talent Expo 2013 (2) Athletic Training Camp (3) Blood Donation Camp (4) Eye Screening Camp for Govt. School Students (5) Cattle Care Camp (6) Career Development Training

21

3 4

65


TNPL produces wide portfolio of high qualitynon-surface sized and surface sized paperswhich are best suited for hitech printingmachines. These papers guarantee excellentuniform printing surface with optimizedsmoothness, perfect printability andsharpness without compromising onstiffness. It is used for various endapplications like office stationery,publication, high end printing, Tamil basedpapers etc.

TNPL also produces pigmented paper whichis a premium surface sized paper havingpigment coating on both sides. The coatingis of a specialized formulation, whichperfectly suits printing on both sides andwithout showing through on the other side.The pigment coating ensures that theprinted images are clear, sharp and bright;they also help to create vivid images withperfect color and contrast; Typical endapplications include premium promotionalmaterials, high quality magazines, annualreports , catalogues ,etc.

TNPL has created a niche for its branded

products by offering a wide range of

customized paper for varied applications in

the office documentation and stationery

space.

TTNNPPLL CCOOPPIIEERR –– PPLLAATTIINNUUMM::

A market leader in the cut size copier papers.

The superior bulk and high dimensional

stability coupled with optimized fibre

orientation ensures that this premium copier

paper runs well on high-speed photocopying

machines.

TTNNPPLL CCOOPPYY CCRROOWWNN::

A high quality premium copy paper which is

specially earmarked for export market.

TTNNPPLL EEEEZZEEEE WWRRIITTEE::

A premium ready to use packaged

writing paper made available in popular

sizes and gsms.

TTNNPPLL PPRRIINNTTEERR’’SS CCHHOOIICCEE::

A high quality surface sized paper made

available in commercial offset printing sizes.

TTNNPPLL EECCOO--FFRRIIEENNDDLLYY EEXXEERRCCIISSEE

NNOOTTEEBBOOOOKKSS::

TNPL entered the education and stationery

business to cater to the needs of the student

community. TNPL produces premium

softbound notebooks to suit the requirement

of students. Meticulous understanding of

student needs helped create a relevant and

comprehensive portfolio, satisfies the needs

of different sets of requirements.

GGRREEEENNPPAALL::

TNPL will shortly introduce “Greenpal”

notebooks and office stationery papers

made from bagasse (agro residue) and

De-inked Pulp (made from waste paper).

In this range of branded products no wood

pulp will be used meaning that “No tree is

cut in the making of this paper”.

TNPL product profile

14


15


Driven by Excellence - Moving up and ahead :

Energy Efficiency and Energy Management

16

Pulp and paper Industry is Energy intensiveand the Energy cost is around 20% of itsManufacturing cost. TNPL has been takingconstant efforts to reduce carbon footprint.TNPL consumes bio-fuel and bio-gas to alarger extent. The Consumption of bio-fueland bio-gas accounts for 38% of the totalEnergy consumed during 2013-14.

The Company has installed two bio-methanation plants. The first plant wascommissioned during 2003 and the secondplant during 2008. 96.64 lakh M3 Methanegas generated during the year is used in limekiln as fuel to replace 5766 KL of furnace oil.

TNPL successfully got the accreditation forRenewable Energy Certificate (REC) benefitfor its 20 MW power generation from TG 5operated through Recovery Boiler steam byexecuting necessary modifications in thesteam system and metering arrangementfrom 16th January 2012. TNPL availed thisbenefit as the first one in the Indian PaperIndustry. TNPL has generated 1,28,043 No ofRECs and sold 66,854 No of RECs during theFY 2013-14. (136738 No. of RECs wereobtained and 94678 No. of RECs were soldin the exchange during the FY 2012-13). RECsunsold have been carried forward .

TNPL is self sufficient in power. TNPL hasproduced 5,650.80 lakh kwh captive powerand 522.07 lakh kwh wind power during FY2013-14. (Previous year captive power was5,233.31 lakh kwh and wind power 586.59

lakh kwh). TNPL has Exported 118.74 lakhkwh of power from CPP and 336.92 lakhkwh wind power during FY 2013-14(previous year wind power 450.57 lakh kwh).

The Revamping of Steam and Power System(RSPS) was successfully completed in the FY2013-14. Three nos. of low pressure (44 ata)boilers of 60 tph each were replaced with aSingle High pressure (104 ata) boiler of 125tph capacity. Two nos. of old low efficiencyturbo generator sets were replaced with a 41MW capacity energy efficient TG set.

As a part of Energy Conservation Act 2001,the Ministry of Power notified the list ofDesignated Consumers (DCs) of variouspower intensive industries across the countryon 30th March 2012. It also specified thebaseline energy consumption of theindividual DCs and their targeted energyconsumption norms to be met in the periodfrom FY 2012-13 to FY 2014-15 as per

“Perform Achieve and Trade” (PAT) scheme.Accordingly, TNPL being a DC is takingadequate energy saving steps to meet thetarget.

TNPL has obtained the Excellent EnergyEfficient Unit award for the year 2013 fromConfederation of Indian Industry (CII).

TNPL has installed the first wind Farm of 15MW capacity during 1993-94 at DevarkulamPerungudi, Tirunelveli District. Since then thecompany has increased the wind farmcapacity to 35.5 MW in stages. The windfarm power is partly exported to the grid andpartly consumed in the factory by wheeling.

Agro/ Internally generated 22001133--1144 2012-13waste Fuels Utilised

Agro fuel 380 504

Pith 877053 82816

Wood Dust 99078 9129

BL Solids 447755228811 483015

Bio Methanation gas (‘000 M3) 99661111 10125

YYeeaarr ooff IInnssttaall llaattiioonn CCaappaacciittyy

1993-94 - 15.00 MW

2000-01 - 3.00 MW

2003-04 - 3.75 MW

2005-06 - 6.25 MW

2006-07 - 7.50 MW

TToottaall -- 3355..5500 MMWW


17

TAMIL NADU NEWSPRINT AND PAPERS LIMITED 34TH ANNUAL REPORT 2013 - 2014

NOTICE is hereby given that the Thirtyfourth Annual GeneralMeeting of the Members of Tamil Nadu Newsprint and PapersLimited will be held on Monday the 15th September 2014 at10.15 AM at the Music Academy Main Hall, 168 T T K Road,Alwarpet, Chennai 600 014 to transact the following business :

ORDINARY BUSINESS

1. To receive, consider and adopt the audited Statement ofProfit and Loss for the year ended 31st March 2014, theBalance Sheet as at that date and Reports of the Board ofDirectors and the Statutory Auditors and the commentsof the Comptroller and Auditor General of India, thereon.

2. To declare dividend

3. To appoint a director in the place of Thiru T UdhayachandranIAS (holding DIN 02357295), who retires by rotation andbeing eligible offers himself for reappointment

4. To consider and if thought fit, to pass with or withoutmodifications, the following resolution as an ORDINARYResolution:

RESOLVED THAT consent of the Company be and ishereby accorded for the payment of remuneration of Rs7,50,000/- to M/s.Raman Associate (Firm RegistrationNo.002910S)Statutory Auditors, besides reimbursementof travelling and out of pocket expenses at actuals subjectto other terms and conditions laid down by the Office ofthe Comptroller and Auditor General of India in their letterNo.CA V/COY/Tamil Nadu, TNEWSP(1)/107 dt.30.7.2013

SPECIAL BUSINESS


RESOLVED THAT subject to the approval of the CentralGovernment , pursuant to the provisions of CompaniesAct 2013 read with Companies (Audit and Auditors) Rules2014, M/s.Raman & Associates (Firm RegistrationNo.0050), Cost and Management Accountants, Chennai ,appointed by the Board as Cost Auditors to conduct theaudit of the cost accounts of the company for Paper,Cement and Energy for the financial year 2014-15 as perthe directions which may be issued by the CentralGovernment at a fee of Rs 1,80,000/- , besidesreimbursement of travelling and out of pocket expenses atRs.30,000/- be and is hereby approved and ratified

6. To consider and if thought fit, to pass with or withoutmodifications, the following resolution as an ORDINARYResolution :

RESOLVED THAT pursuant to the provisions of Sections149, 150, 152 and any other applicable provisions of theCompanies Act, 2013 and the Rules made thereunder(including any statutory modification(s) or re-enactmentthereof for the time being in force) read with Schedule IVto the Companies Act, 2013, Thiru V Narayanan (holding

DIN 00081673), Director of the company and in respect ofwhom the company has received a notice in writing froma member under Section 160 of the Companies Act, 2013proposing his candidature for the office of a Director ofthe Company be and is hereby appointed as anIndependent Director of the company to hold office forthree consecutive years for a period upto 31.3.2017, notliable to retire by rotation.

7. To consider and if thought fit, to pass with or withoutmodifications, the following resolution as an ORDINARYResolution :

RESOLVED THAT pursuant to the provisions of Sections149, 150, 152 and any other applicable provisions of theCompanies Act, 2013 and the Rules made thereunder(including any statutory modification(s) or re-enactmentthereof for the time being in force) read with Schedule IVto the Companies Act, 2013, Thiru N Kumaravelu (holdingDIN 00147683),Director of the company and in respect ofwhom the company has received a notice in writing froma member under Section 160 of the Companies Act, 2013proposing his candidature for the office of a Director ofthe Company be and is hereby appointed as anIndependent Director of the company to hold office forthree consecutive years for a period upto 31.3.2017, notliable to retire by rotation.


RESOLVED THAT pursuant to the provisions of Sections149, 150, 152 and any other applicable provisions of theCompanies Act, 2013 and the Rules made thereunder(including any statutory modification(s) or re-enactmentthereof for the time being in force) read with Schedule IVto the Companies Act, 2013, Thiru M R Kumar (holdingDIN 03628755) , Director of the company and in respectof whom the company has received a notice in writingfrom a member under Section 160 of the Companies Act,2013 proposing his candidature for the office of a Directorof the Company be and is hereby appointed as anIndependent Director of the company to hold office forthree consecutive years for a period upto 31.3.2017, notliable to retire by rotation.


RESOLVED THAT pursuant to the provisions of Sections149, 150, 152 and any other applicable provisions of theCompanies Act, 2013 and the Rules made thereunder(including any statutory modification(s) or re-enactmentthereof for the time being in force) read with Schedule IVto the Companies Act, 2013, Thiru V Nagappan (holdingDIN 01271378) , Director of the company and in respectof whom the company has received a notice in writingfrom a member under Section 160 of the Companies Act,

NOTICE

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2013 proposing his candidature for the office of a Directorof the company be and is hereby appointed as anIndependent Director of the company to hold office forthree consecutive years for a period upto 31.3.2017, notliable to retire by rotation.


RESOLVED THAT pursuant to the provisions of Sections149, 150, 152 and any other applicable provisions of theCompanies Act, 2013 and the Rules made thereunder(including any statutory modification(s) or re-enactmentthereof for the time being in force) read with Schedule IVto the Companies Act, 2013, Tmt. Sarada Jagan (holdingDIN 06658674), Director of the company and in respect ofwhom the company has received a notice in writing froma member under Section 160 of the Companies Act ,2013proposing her candidature for the office of a Director ofthe company be and is hereby appointed as anIndependent Director of the company to hold office forthree consecutive years for a period upto 31.3.2017, notliable to retire by rotation.


RESOLVED THAT Thiru Mahesan Kasirajan IAS (holding DIN05102717), who was appointed Additional Director pursuant tothe provisions of Sec.161 of the Companies Act, 2013, whoceases to hold office at this Annual General Meeting and inrespect of whom the Company has received a notice pursuantto Sec.160 of the Companies Act, 2013, be and is herebyappointed a Director of the company liable to retire by rotation.


RESOLVED THAT pursuant to the provisions of Sec.196,197, 203, Schedule V and other applicable provisions, ifany, of the Companies Act, 2013 and Art.140 of theArticles of Association of the Company and subject to suchother approvals, as may be necessary, consent of themembers of the Company be and is hereby accorded tothe appointment of Thiru C V Sankar IAS (holding DIN00703204) as Chairman & Managing Director of thecompany w.e.f.25.10.2013 on such terms and conditionsand such remuneration as may be prescribed by theGovernment of Tamil Nadu from time to time.


RESOLVED THAT consent of the company be and ishereby accorded to the appointment of Thiru A Velliangiri(holding DIN 00153169) as Deputy Managing Director ofthe company for a period of two years w.e.f.19.12.2013

RESOLVED FURTHER THAT pursuant to the provisions ofSec.196,197,203, Schedule V and all other applicable

provisions, if any of the Companies Act, 2013 and Art.140of the Articles of Association of the Company and subjectto such other approvals, as may be necessary, consent ofthe members of the Company be and is hereby accordedfor payment of remuneration to Thiru A Velliangiri, DeputyManaging Director as below with effect from 19.12.2013notwithstanding the absence or inadequacy of profitsduring any financial year:

Particulars Rs.

Basic Pay 90000

Special Pay 20000

Dearness Allowance 67050

House Rent Allowance 33000

Other allowances 43704

Provident Fund to be paid at 12%on the Basic Pay plus Special payand Dearness Allowance

RESOLVED FURTHER THAT Thiru A Velliangiri will not beentitled to any sitting fee for attending the meetings ofthe Board or any Committee thereof.


RESOLVED THAT consent of the company be and ishereby accorded to the appointment of Thiru R Mani(holding DIN 06543489) as Director(Operations) of thecompany for a period of one year w.e.f.27.2.2014

RESOLVED FURTHER THAT pursuant to the provisions ofSec. 196,197,203, Schedule V and all other applicableprovisions, if any, of the Companies Act, 2013 and Art.140of the Articles of Association of the Company and subjectto such other approvals, as may be necessary, consent ofthe members of the Company be and is hereby accordedfor payment of remuneration to Thiru R Mani,Director(Operations) as below with effect from 27.2.2014notwithstanding the absence or inadequacy of profitsduring any financial year:

Particulars Rs.

Basic Pay 68000

Dearness Allowance 47155

Special Allowance 3850

General Monthly Medical Reimbursement 9592

Other allowances 16462

1. Provident Fund and SuperannuationFund to be paid at 12% and 14%respectively on the Basic Pay andDearness Allowance2.Free housing provided in thecompany’s quarters


RESOLVED FURTHER THAT Thiru R Mani will not beentitled to any sitting fee for attending the meetings ofthe Board or any Committee thereof.

BY ORDER OF THE BOARDPlace : Chennai V SIVAKUMARDate : 10.7.2014 COMPANY SECRETARY

NOTES

1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THEMEETING IS ENTITLED TO APPOINT A PROXY TOATTEND AND VOTE ON A POLL INSTEAD OF HIMSELFAND SUCH PROXY NEED NOT BE A MEMBER OF THECOMPANY.

2) Proxies in order to be effective, must be lodged withthe Company not later than 48 hours before themeeting.

3) During the period beginning 24 hours before the timefixed for the commencement of the meeting andending within the conclusion of the meeting, a memberwould be entitled to inspect the proxies lodged at anytime during the business hours of the companyprovided that not less than three days of notice inwriting is given to the Company.

4) The relative Explanatory Statement pursuant to Section102(1) of the Companies Act, 2013 in respect of theSpecial Business set out under Items 5 to 14 isannexed hereto.

5) The Register of Members and Share Transfer Books ofthe Company will be closed from 5.9.2014 to 15.9.2014(both days inclusive) for the purpose of payment of thedividend for the financial year ended 31st March 2014and the AGM.

6) The Register of Directors and Key Managerial Personneland their shareholding maintained under Section 170 ofthe Companies Act, 2013 will be available for inspectionby the members at the AGM.

7) The Register of Contracts or Arrangements in whichDirectors are interested maintained under Section 189of the Companies Act, 2013 will be available forinspection by the members at the AGM.

8) The dividend for the year ended 31st March 2014 asrecommended by the Board, if sanctioned at the

meeting, will be paid to those members whosenames appear in the company’s Register of Memberson 15th September 2014. In respect of shares held inelectronic form, the dividend will be paid on thebasis of beneficial ownership as per detailsfurnished by National Securities Depository Limitedand Central Depository Services(India) Limited forthis purpose.

9) Pursuant to Section 205 of the erstwhile CompaniesAct, 1956, all unclaimed dividends upto the financialyear ended March 31, 2006 have been transferred tothe General Revenue Account of the CentralGovernment. Members who have not encashed theirdividend warrant(s) for the said period are requestedto claim the amount from the Registrar of Companies(Tamil Nadu), Shastri Bhavan, Block No.6, II Floor, 26Haddows Road, Chennai 600 006. In case anyassistance is required in this regard, please write to thecompany or to the company’s Registrar and ShareTransfer Agents.

10) As regards dividend pertaining to the financial yearended March 31, 2007 and thereafter, amountsremaining in the Unpaid Dividend Accounts of thecompany have to be transferred to ‘The InvestorEducation and Protection Fund’. established by theCentral Government at the expiry of seven years fromthe date of transfer to the respective year’s UnpaidDividend Account. Thereafter, the Members shall haveno claim against the Fund or the Company in respectof his/her unpaid dividend. Such transfer has alreadybeen effected with regard to the unpaid dividend forthe financial years 1996-97 to 2005-2006.The unpaiddividend for the financial year 2006-07 will betransferred to the above fund during November 2014.Members are therefore requested to lodge theirclaims for unpaid dividend, if any, immediately withthe Company.

11) Members holding shares in physical form are requestedto quote their Registered Folio No. in all theircorrespondences and notify promptly change, if any, intheir Address/ bank mandate to the company’sRegistrar and Share Transfer Agents viz.CameoCorporate Services Limited Unit : Tamil Nadu Newsprintand Papers Limited, ‘Subramanian Building’, 1 ClubHouse Road, Chennai 600 002

12) Additional information pursuant to Clause 49 of theListing Agreement with the stock exchanges in respectof the Directors seeking appointment / re-appointmentat the AGM are furnished and forms a part of theNotice. The Directors have furnished the requisite


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consents / declarations for their appointment /re-appointment.

13) In case of any change of particulars including address,bank mandate & nomination of shares held in dematform, it should be notified only to the respectiveDepository Participants(DPs) where the member hasopened his demat account. The company or its sharetransfer agent will not be able to act on any directrequest from these Members for change of suchdetails.

14) Members are informed that the Company is extendingthe Electronic Clearing Service(ECS) facility to enablethem receive their dividend through electronic mode intheir bank account. In order to avail the ECS facility,the Members are requested to fill, sign and send theECS mandate form, which forms part of this AnnualReport, along with a photocopy of the cheque issuedby the bank for verifying the accuracy of the MICR codenumber to Cameo Corporate Services, whose addressis given in Point No.11 (in case of members holdingshares in physical mode) or to the DepositoryParticipants concerned (in case of members holdingshares in electronic mode/ dematerialized form).Members holding shares in demat form may pleasenote that the bank account details given by them totheir DPs and passed on to the company by such DPswould be printed on the dividend warrants of theconcerned members. However, if any member(s) wantsto receive dividend in any other bank account, he/sheshould change/correct the bank account details withtheir concerned DPs and also intimate about ECSpayment requirement.

15) Members/Proxies are requested to bring theattendance slip sent with Annual Report duly filled infor attending the meeting.

16) Members are requested to bring their copies ofAnnual Report for the meeting. Copies of the AnnualReport will not be distributed at the Annual GeneralMeeting .

17) Members desiring any information as regards accountsare requested to write to the Company at least 7 daysbefore the meeting so as to enable the Management tokeep the information ready.

18) Equity shares of the company have been placed underCompulsory Demat Trading w.e.f. 8.5.2000. Memberswho have not dematerialised their physical holding inthe company are advised to avail the facility ofdematerialisation of equity shares of the company.

19) Members holding shares under different folios in thesame names are requested to apply for consolidation offolios and send relevant share certificates to theCompany’s Registrar and Share Transfer Agents.

20) Corporate members intending to send their authorizedrepresentatives to attend the meeting are requested tosend to the company, a certified true copy of the BoardResolution authorising their representative to attendand vote on their behalf at the meeting.

21) SEBI has mandated the submission of PermanentAccount Number (PAN) by every participant in thesecurities market. Members holding shares in electronicform are therefore requested to submit their PAN totheir DPs with whom they are maintaining their demataccounts. Members holding shares in physical form cansubmit their PAN details to the Company/ Registrar andShare Transfer Agents M/s.Cameo Corporate ServicesLtd.

22) The Ministry of Corporate Affairs, New Delhi (“MCA”)has undertaken a “Green Initiative” in the field ofCorporate Governance by permitting paperlesscompliances by companies (vide its CircularNo.17/2011 dated April 21, 2011 and CircularNo.18/2011 dated April 29, 2011). Further, the Ministryhas also clarified that the service of documents by acompany can be made through electronic mode insteadof sending the physical copy of the document(s).Members are requested to support this green initiativeby registering/updating their e-mail addresses, inrespect of shares held in dematerialized form with theirrespective Depository Participants and in respect ofshares held in physical form with Cameo CorporateServices Ltd.

23) The documents referred to in the notice and theexplanatory statement will be available for inspection atthe Registered Office of the company on any workingday during business hours of the company upto thedate of the AGM.


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ANNEXURE TO THE NOTICE

Notes on directors seeking appointment/ re-appointment asrequired under Clause 49 of the Listing Agreement entered intowith Stock Exchanges:

Profile of Directors being appointed/ reappointed

ITEM NO.3Name : Thiru T Udhayachandran IAS

Age : 42 years

Qualification : B.E.(ECE)

Experience : Thiru T Udhayachandran IAS belongs to 1995batch of Indian Administrative Service. Thiru TUdhayachandran IAS has 19 years of service invarious departments of Government of TamilNadu. Currently, Thiru T Udhayachandran IASholds the position of Secretary toGovernment(Expenditure), Finance Department ,Govt. of Tamil Nadu.

Thiru T Udhayachandran IAS does not hold anyshares in TNPL. His Directorships and CommitteeMemberships of other companies are as follows:

Company Position CommitteeMembership

Tamil Nadu Tourism DirectorDevelopment Corpn.Limited

ELCOT Director

TN Water Investment DirectorCompany Limited

TNUIFSL Director

TN Arasu Cable T V DirectorCorpn. Ltd.

SIDCO Director

New Tirupur Area DirectorDevelopment Corpn. Ltd.

TN Sports Development MemberAuthority

TN Text Book & MemberEducational ServicesCorporation

TN Water Supply and MemberDrainage Board (TWAD)

ITEM NO.6

Name : Thiru V Narayanan

Age : 76 years

Qualification : M.Sc. (Chemistry)

Experience : Thiru V Narayanan has more than 52 years ofexperience in Management. Thiru V Narayananhas held several positions in Hindustan Lever Ltd.,

both in India and in U.K. Subsequently, Thiru VNarayanan had joined Pond’s (India) Ltd. and wasits Chairman and Managing Director for over 15years.

Thiru V Narayanan does not hold any sharesin TNPL. His Directorships and CommitteeMemberships of other companies are as follows:


Sundram Fasteners Director Audit Committee -Limited Member

ITEM NO.7

Name : Thiru N Kumaravelu

Age : 59 years

Qualification : Thiru N Kumaravelu is a Commerce Graduate anda fellow member of the Institute of CharteredAccountants of India. He had been a member ofthe British Institute of Management,U.K.

Experience : Thiru N Kumaravelu is a practicing CharteredAccountant. He has rich experience inManagement Accounting, Tax Laws and CompanyLaw spanning over three decades.

Thiru N Kumaravelu is associated as Director withcompanies in financial services engaged in debtand capital market operations thereby providingvaluable guidance to them from his goodunderstanding of these markets.

Thiru N Kumaravelu was Chairman, AuditCommittee, Tamil Nadu State Apex co-op. BankLtd.(TNSC Bank) having assets of over Rs.2000crore from 2005 to 2008. His recommendationsmade in those three years to tone up thefunctioning of the bank were lauded by noneother than NABARD, one of the two regulators.

Thiru N Kumaravelu does not hold any shares inTNPL. His directorships and CommitteeMemberships of other companies are as follows:


Kapri FinancialServices Ltd. Director Nil

Matha Vara Nidhi Ltd Director Nil

ITEM NO.8

Name : Thiru M R Kumar

Age : 53 years

Qualification : B.Sc.

Experience : Thiru M R Kumar holds the position of ExecutiveDirector (Personnel), LIC of India, Mumbai . Thiru


M R Kumar joined LIC in the year 1983. He hasheld many important positions in his illustriouscareer and has worked in five major zonesincluding the composite Eastern Zone. He hasrich experience in both Marketing andAdministration of the Insurance industry spanningnearly 3 decades and has specialized in themarketing and HR areas.

Thiru M R Kumar does not hold any shares inTNPL. His Directorships and CommitteeMemberships of other companies are ‘Nil’

ITEM NO.9

Name : Thiru V Nagappan

Age : 49 years

Qualification : B.Com., M.B.A.

Experience : With more than two decades of experience inCapital Markets & Financial Services Industry,Thiru V Nagappan had been the Chairman ofFederation of Indian Stock Exchanges – FISEand a Member of Secondary Markets AdvisoryCommittee(SMAC) of SEBI. He is currently theMember of the Advisory Committee of MadrasStock Exchange Limited and a Director in itssubsidiary, MSE Financial Services Limited. Heis also the President of the Securities andTimeshare Owners’ Association andHon.Secretary of the Associated Chamber ofCapital Markets. Apart from being on the Boardof Studies of various reputed educationalinstitutions, he is a regular writer on personalfinance in magazines & journals and has co-authored several books on Capital Markets,Mutual Funds, Commodities, PortfolioManagement, Derivatives etc. He has got richexperience in the Capital Market Regulationsand Compliance

Thiru V Nagappan holds one share in TNPL.His Directorships and Committee Membershipsof other companies are as follows:


MSE Financial Director AuditServices Limited Committee-

Chairman

ITEM NO.10

Name : Tmt.Sarada Jagan

Age : 55 years

Qualification : M.Sc.,B.Ed.,PGDM (IIM-Ahmedabad)

Experience : Started her career as a teacher. Then went onto do MBA programme at IIM,Ahmedabad.She has around 28 years of experience in

management consulting and industry.Presently, holding the position of DeputyManaging Director-HR, Corporate Division,The Sanmar Group(a group with a turnover ofaround Rs.5000 crores).

In the last 15 years, she has conceptualizedand implemented several HR policies,processes and practices including manpowerplanning, recruitment, performancemanagement, training and learning.She has been responsible for implementingseveral talent management initiatives forretention and development of talent.Initiated and implemented IT enabled systemsfor better internal customer service. She hasinitiated several in-house communicationinitiatives including the launch of an in-housenewsletter.

Has received the Indra Super Achiever Award2004, Women Super Achiever Award 2011,Women at work Leadership Award 2012 andhas been listed as one of the top 100 HRprofessionals in India in a directory that wasreleased a few years ago.

Tmt.Sarada Jagan does not hold any sharesin TNPL. Her Directorships and CommitteeMemberships of other companies are ‘Nil’

ITEM NO.11

Name : Thiru Mahesan Kasirajan IAS

Age : 52 years

Qualification : Post Graduate in Commerce, Cost Accountantand a Graduate in Law

Experience : Thiru Mahesan Kasirajan IAS belongs to 2000batch of Indian Administrative Service. ThiruMahesan Kasirajan IAS has served as Collectorof Erode, Sivaganga and Trichy districts.Currently, Thiru Mahesan Kasirajan IAS holdsthe position of Director of Sugar.

Thiru Mahesan Kasirajan IAS does not hold anyshares in TNPL.His Directorships andCommittee Memberships of other companiesare as follows:


Tamil Nadu Sugar Managing Director NilCorporation Ltd.

Perambalur Sugar Mills Chairman & NilLtd. Managing Director


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ITEM NO.12

Name : Thiru C V Sankar IAS

Age : 58 years

Qualification : M.Com., M.B.A.(Australia)

Experience : He belongs to 1982 batch of IndianAdministrative Service. He has 31 years ofservice in holding senior position in variousdepartments of Govt. of Tamil Nadu. Currently,he holds the position of Principal Secretary toGovt., Industries Department, besides fulladditional charge of CMD of TNPL.

Thiru C V Sankar IAS does not hold any sharesin TNPL. His Directorships of other companiesare as follows:

Sl. Company Position

1. Tamil Nadu Salt Corpn.Ltd. Chairman

2. Tamil Nadu Petro Products Ltd. Chairman

3. Tamil Nadu Minerals Ltd. Chairman

4. Tamilnadu Cements Corpn.Ltd. Chairman

5. Tamilnadu Sugar Corpn.Ltd. Chairman

6. Tamil Nadu IndustrialDevelopment Corpn.Ltd. Director

7. State Industries PromotionCorporation of DirectorTamil Nadu Ltd.

8. Neyveli Lignite Corpn.Ltd. Director

9. Tamilnadu Electricity Board Director

10. Tamil Nadu Generation and Distribution DirectorCorporation Ltd.

11. Tamil Nadu TransmissionCorporation Limited Director

12. TIDEL Park Limited Director

13. Titan Industries Limited Director

14. Nilakkottai Food Park Limited Director

15. TN Water Investment Company Director

ITEM NO.13

Name : Thiru A Velliangiri

Age : 64 years

Qualification : B.Com.,FCA, FCS, FICWA, MBA, DMA(ICA)

Experience : Thiru A Velliangiri has 41 years of experience inFinance, Accounts, Costing, Projects,Secretarial & Legal. He served as Director(Finance) and Secretary of the company since25.5.1995 till 18.12.2007 and since 19.12.2007as Deputy Managing Director on contractualbasis till 18.12.2013. Now, the Board ofDirectors have extended his services for aperiod of two years from 19.12.2013 withremuneration as per the details given in theresolution.

He is the winner of CFO Award 2006 –Excellence in Finance in a PSU instituted byIMA India, New Delhi and a rank holder inChartered Accountancy Examinations.

Thiru A Velliangiri does not hold any shares inTNPL. His Directorships and CommitteeMemberships of other companies are Nil.

ITEM NO.14

Name : Thiru R Mani

Age : 60 years

Qualification : B.E.(Hons.Mech.), B.O.E.

Experience : Thiru R Mani joined TNPL in 1983. Since thenhe has held various positions including ChiefGeneral Manager (Operations) from 2.11.2010to 26.2.2013. Thiru R Mani served as Director(Operations) for one year on contractual basisfrom 27.2.2013. Now, the Board of Directorshave extended his service for a period of oneyear from 27.2.2014 with the same terms andconditions.

Thiru R Mani holds 200 shares in TNPL. HisDirectorships and Committee Memberships ofother companies are Nil.


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ITEM NO.5

The Board of Directors at their meeting held on 29.5.2014 haveapproved the appointment of M/s.Raman & Associates (FirmRegistration No.0050) , Cost and Management Accountants,Chennai as Cost Auditors to conduct the audit of the costaccounts of the company pertaining to Paper, Cement andEnergy for the financial year 2014-15 as per the directionswhich may be issued by the Central Govt. and theremuneration was fixed as given in the resolution.

As per Rule 14 of the Companies (Audit and Auditors) Rules2014, the remuneration payable to the Cost Auditors is to beratified by the shareholders. Accordingly, the resolution isplaced before the members for consideration and approval.

None of the directors is interested or concerned in the abovesaid resolution. None of the key managerial personnel of thecompany either directly or through their relatives are in anyway concerned or interested whether financially or otherwise inthis resolution set out at item No. 5.

ITEM NO.6

Thiru V Narayanan is a Non-executive Independent Director ofthe company. He joined the Board of Directors of the companyin January 2002. Thiru V Narayanan is the Chairman of theAudit Committee, Stakeholders’ Relationship Committee andCorporate Social Responsibility Committee of the Board ofDirectors of the company.

Thiru V Narayanan is a director whose period of office is liableto determination by retirement of directors by rotation underthe erstwhile provisions of the Companies Act, 1956. In termsof Sec.149 and any other applicable provisions of theCompanies Act, 2013, Thiru V Narayanan being eligible andoffering himself for appointment , is proposed to be appointedas an Independent Director for three consecutive years for aterm upto 31st March 2017. A Notice has been received froma member under Section 160 of the Companies Act, 2013proposing Thiru V Narayanan as a candidate for the office ofthe director of the company .

The company has received notice in writing under theprovisions of Section 160 of the Companies Act, 2013 from amember along with a deposit of Rs.1,00,000/- proposing thecandidature of Thiru V Narayanan for the office of IndependentDirector to be appointed as such under the provisions of Section149 of the Companies Act, 2013.

The company has received from Thiru V Narayanan (i) consentin writing to act as Director in Form DIR-2 pursuant to Rule 8of Companies (Appointment & Qualification of Directors) Rules2014, (ii)intimation in Form DIR-8 in terms of Companies(Appointment & Qualification of Directors) Rules 2014, to theeffect that he is not disqualified under sub-section (2) ofSection 164 of the Companies Act, 2013 and (iii) a declarationto the effect that he meets the criteria of independence as

provided in sub-section (6) of Section 149 of the CompaniesAct, 2013.

In the opinion of the Board, Thiru V Narayanan fulfills theconditions specified in the Companies Act, 2013 and rules madethereunder for his appointment as an Independent Director ofthe company and is independent of the management. Copy ofthe draft letter of appointment of Thiru V Narayanan as anIndependent Director setting out the terms and conditionswould be available for inspection without any fee by themembers at the Registered Office of the company duringnormal business hours on any working day upto the date of theAGM .

The Board considers that his continued association would beof immense benefit to the company and it is desirable tocontinue to avail services of Thiru V Narayanan as anIndependent Director. Accordingly, the Board recommends theresolution in relation to appointment of Thiru V Narayanan asan Independent Director for the approval by the shareholdersof the company.

Except Thiru V Narayanan being an appointee, none of theDirectors and their relatives or Key Managerial Personnel ofthe company and their relatives is concerned or interested ,financial or otherwise in the resolution set out at item No.6.

ITEM NO. 7

Thiru N Kumaravelu is a Non-executive Independent Directorof the company. He joined the Board of Directors of thecompany in June 2005. Thiru N Kumaravelu is a Member ofthe Audit Committee, Stakeholders’ Relationship Committeeand Corporate Social Responsibility Committee of the Board ofDirectors of the company.

Thiru N Kumaravelu is a director whose period of office isliable to determination by retirement of directors by rotationunder the erstwhile provisions of the Companies Act, 1956. Interms of Sec.149 and any other applicable provisions of theCompanies Act, 2013, Thiru N Kumaravelu being eligible andoffering himself for appointment , is proposed to be appointedas an Independent Director for three consecutive years for aterm upto 31st March 2017. A Notice has been received froma member under Section 160 of the Companies Act, 2013proposing Thiru N Kumaravelu as a candidate for the office ofthe director of the company .

The company has received notice in writing under theprovisions of Section 160 of the Companies Act, 2013 from amember along with a deposit of Rs.1,00,000/- proposing thecandidature of Thiru N Kumaravelu for the office ofIndependent Director to be appointed as such under theprovisions of Section 149 of the Companies Act, 2013.

The company has received from Thiru N Kumaravelu (i) consentin writing to act as Director in Form DIR-2 pursuant to Rule 8of Companies (Appointment & Qualification of Directors) Rules

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Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013

ANNEXURE TO THE NOTICE

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2014, (ii)intimation in Form DIR-8 in terms of Companies(Appointment & Qualification of Directors) Rules 2014, to theeffect that he is not disqualified under sub-section (2) ofSection 164 of the Companies Act, 2013 and (iii) a declarationto the effect that he meets the criteria of independence asprovided in sub-section (6) of Section 149 of the CompaniesAct, 2013.

In the opinion of the Board, Thiru N Kumaravelu fulfills theconditions specified in the Companies Act, 2013 and rules madethereunder for his appointment as an Independent Director ofthe company and is independent of the management. Copy ofthe draft letter of appointment of Thiru N Kumaravelu as anIndependent Director setting out the terms and conditionswould be available for inspection without any fee by themembers at the Registered Office of the company duringnormal business hours on any working day upto the date of theAGM.

The Board considers that his continued association would beof immense benefit to the company and it is desirable tocontinue to avail services of Thiru N Kumaravelu as anIndependent Director. Accordingly, the Board recommends theresolution in relation to appointment of Thiru N Kumaravelu asan Independent Director for the approval by the shareholdersof the company.

Except Thiru N Kumaravelu being an appointee, none of theDirectors and their relatives or Key Managerial Personnel of thecompany and their relatives is concerned or interested ,financial or otherwise in the resolution set out at item No.7.

ITEM NO.8

Thiru M R Kumar is a Non-executive Independent Director ofthe company. He joined the Board of Directors of the companyin September 2011. Thiru M R Kumar is a Member of the AuditCommittee, Stakeholders’ Relationship Committee andCorporate Social Responsibility Committee of the Board ofDirectors of the company.

Thiru M R Kumar is a director whose period of office is liableto determination by retirement of directors by rotation underthe erstwhile provisions of the Companies Act, 1956. In termsof Sec.149 and any other applicable provisions of theCompanies Act, 2013, Thiru M R Kumar being eligible andoffering himself for appointment , is proposed to be appointedas an Independent Director for three consecutive years for aterm upto 31st March 2017. A Notice has been received froma member under Section 160 of the Companies Act, 2013proposing Thiru M R Kumar as a candidate for the office of thedirector of the company .

The company has received notice in writing under theprovisions of Section 160 of the Companies Act, 2013 from amember along with a deposit of Rs.1,00,000/- proposing thecandidature of Thiru M R Kumar for the office of IndependentDirector to be appointed as such under the provisions of Section149 of the Companies Act, 2013.

The company has received from Thiru M R Kumar (i) consentin writing to act as Director in Form DIR-2 pursuant to Rule 8

of Companies (Appointment & Qualification of Directors) Rules2014, (ii)intimation in Form DIR-8 in terms of Companies(Appointment & Qualification of Directors) Rules 2014, to theeffect that he is not disqualified under sub-section (2) ofSection 164 of the Companies Act, 2013 and (iii) a declarationto the effect that he meets the criteria of independence asprovided in sub-section (6) of Section 149 of the CompaniesAct, 2013.

In the opinion of the Board, Thiru M R Kumar fulfills theconditions specified in the Companies Act, 2013 and rules madethereunder for his appointment as an Independent Director ofthe company and is independent of the management. Copy ofthe draft letter of appointment of Thiru M R Kumar as anIndependent Director setting out the terms and conditionswould be available for inspection without any fee by themembers at the Registered Office of the company duringnormal business hours on any working day upto the date of theAGM.

The Board considers that his continued association would beof immense benefit to the company and it is desirable tocontinue to avail services of Thiru M R Kumar as anIndependent Director. Accordingly, the Board recommends theresolution in relation to appointment of Thiru M R Kumar as anIndependent Director for the approval by the shareholders ofthe company.

Except Thiru M R Kumar being an appointee, none of theDirectors and their relatives or Key Managerial Personnel of thecompany and their relatives is concerned or interested,financial or otherwise in the resolution set out at item No.8.

ITEM NO.9

Thiru V Nagappan is a Non-executive Independent Director ofthe company. He joined the Board of Directors of the companyin April 2013. Thiru V Nagappan is a Member of the AuditCommittee and Corporate Social Responsibility Committee ofthe Board of Directors of the company.

Thiru V Nagappan is a director whose period of office is liableto determination by retirement of directors by rotation underthe erstwhile provisions of the Companies Act, 1956. In termsof Sec.149 and any other applicable provisions of theCompanies Act, 2013, Thiru V Nagappan being eligible andoffering himself for appointment , is proposed to be appointedas an Independent Director for three consecutive years for aterm upto 31st March 2017. A Notice has been received froma member under Section 160 of the Companies Act 2013proposing Thiru V Nagappan as a candidate for the office ofthe director of the company .

The company has received notice in writing under theprovisions of Section 160 of the Companies Act, 2013 from amember along with a deposit of Rs.1,00,000/- proposing thecandidature of Thiru V Nagappan for the office of IndependentDirector to be appointed as such under the provisions of Section149 of the Companies Act, 2013.

The company has received from Thiru V Nagappan (i) consentin writing to act as Director in Form DIR-2 pursuant to Rule 8


26


of Companies (Appointment & Qualification of Directors) Rules2014, (ii)intimation in Form DIR-8 in terms of Companies(Appointment & Qualification of Directors) Rules 2014, to theeffect that he is not disqualified under sub-section (2) ofSection 164 of the Companies Act, 2013 and (iii) a declarationto the effect that he meets the criteria of independence asprovided in sub-section (6) of Section 149 of the CompaniesAct, 2013.

In the opinion of the Board, Thiru V Nagappan fulfills theconditions specified in the Companies Act, 2013 and rules madethereunder for his appointment as an Independent Director ofthe company and is independent of the management. Copy ofthe draft letter of appointment of Thiru V Nagappan as anIndependent Director setting out the terms and conditionswould be available for inspection without any fee by themembers at the Registered Office of the company duringnormal business hours on any working day upto the date of the AGM.

The Board considers that his continued association would beof immense benefit to the company and it is desirable tocontinue to avail services of Thiru V Nagappan as anIndependent Director. Accordingly, the Board recommends theresolution in relation to appointment of Thiru V Nagappan as anIndependent Director for the approval by the shareholders ofthe company.

Except Thiru V Nagappan being an appointee, none of theDirectors and their relatives or Key Managerial Personnel of thecompany and their relatives is concerned or interested, financialor otherwise in the resolution set out at item No.9.

ITEM NO.10

Tmt.Sarada Jagan is a Non-executive Independent Director ofthe company. She joined the Board of Directors of the companyin July 2013. Tmt.Sarada Jagan is a Member of the AuditCommittee and Corporate Social Responsibility Committee ofthe Board of Directors of the company.

Tmt.Sarada Jagan is a director whose period of office is liableto determination by retirement of directors by rotation underthe erstwhile provisions of the Companies Act, 1956. In termsof Sec.149 and any other applicable provisions of theCompanies Act, 2013, Tmt. Sarada Jagan being eligible andoffering herself for appointment, is proposed to be appointedas an Independent Director for three consecutive years for aterm upto 31st March 2017. A Notice has been received froma member under Section 160 of the Companies Act, 2013proposing Tmt.Sarada Jagan as a candidate for the office ofthe director of the company .

The company has received notice in writing under theprovisions of Section 160 of the Companies Act, 2013 from amember along with a deposit of Rs.1,00,000/- proposing thecandidature of Tmt.Sarada Jagan for the office of IndependentDirector to be appointed as such under the provisions of Section149 of the Companies Act, 2013.

The company has received from Tmt.Sarada Jagan (i) consentin writing to act as Director in Form DIR-2 pursuant to Rule 8

of Companies (Appointment & Qualification of Directors) Rules2014, (ii)intimation in Form DIR-8 in terms of Companies(Appointment & Qualification of Directors) Rules 2014, to theeffect that she is not disqualified under sub-section (2) ofSection 164 of the Companies Act, 2013 and (iii) a declarationto the effect that she meets the criteria of independence asprovided in sub-section (6) of Section 149 of the CompaniesAct, 2013.

In the opinion of the Board, Tmt.Sarada Jagan fulfills theconditions specified in the Companies Act, 2013 and rules madethereunder for her appointment as an Independent Director ofthe company and is independent of the management. Copy ofthe draft letter of appointment of Tmt.Sarada Jagan as anIndependent Director setting out the terms and conditionswould be available for inspection without any fee by themembers at the Registered Office of the company duringnormal business hours on any working day upto the date of theAGM.

The Board considers that her continued association would be ofimmense benefit to the company and it is desirable to continueto avail services of Tmt.Sarada Jagan as an IndependentDirector. Accordingly, the Board recommends the resolution inrelation to appointment of Tmt.Sarada Jagan as anIndependent Director for the approval by the shareholders ofthe company.

Except Tmt.Sarada Jagan being an appointee, none of theDirectors and their relatives or Key Managerial Personnel of thecompany and their relatives is concerned or interested ,financial or otherwise in the resolution set out at item No.10.

ITEM NO.11

The Board of Directors of your company has appointed ThiruMahesan Kasirajan IAS as an Additional Director of thecompany w.e.f. 9.6.2014 . Pursuant to the provisions of Section161 of the Companies Act, 2013, Thiru Mahesan Kasirajan IASwill hold office upto the date of the ensuing AGM.

The company has received notice in writing under theprovisions of Section 160 of the Companies Act, 2013 from amember along with a deposit of Rs.1,00,000/- proposing thecandidature of Thiru Mahesan Kasirajan IAS for the office ofDirector

The company has received from Thiru Mahesan Kasirajan IAS(i) consent in writing to act as Director in Form DIR-2 pursuantto Rule 8 of Companies (Appointment & Qualification ofDirectors) Rules 2014, (ii)intimation in Form DIR-8 in terms ofCompanies (Appointment & Qualification of Directors) Rules2014, to the effect that he is not disqualified under sub-section(2) of Section 164 of the Companies Act, 2013

Your Directors recommend this resolution for approval of themembers of the Company.

None of the Directors of the Company and their relatives or keymanagerial personnel and their relatives other than ThiruMahesan Kasirajan IAS is interested or concerned in theresolution.


27


ITEM NO.12

Pursuant to G.O.Rt.No.3635 dated 9.10.2013, Thiru C V SankarIAS, Principal Secretary to Govt. of Tamil Nadu, IndustriesDepartment was co-opted as Additional Director vice Thiru N SPalaniappan IAS.

Pursuant to G.O.D.No.141 Industries (MIA.2) Departmentdt.24.10.13 issued by the Govt. of Tamil Nadu and in terms ofArticle 139 of the Articles of Association of the Company, theBoard of Directors have passed a resolution appointing Thiru CV Sankar IAS as Chairman & Managing Director of the Companywith effect from 25.10.2013.

Pursuant to the provisions of Section 161 of the Companies Act,2013, Thiru C V Sankar IAS will hold office upto the date of theensuing AGM.

The company has received notice in writing under theprovisions of Section 160 of the Companies Act, 2013 from amember along with a deposit of Rs.1,00,000/- proposing thecandidature of Thiru C V Sankar IAS, for the office of Director.

The company has received from Thiru C V Sankar IAS (i)consent in writing to act as Director in Form DIR-2 pursuant toRule 8 of Companies (Appointment & Qualification of Directors)Rules 2014, (ii)intimation in Form DIR-8 in terms of Companies(Appointment & Qualification of Directors) Rules 2014, to theeffect that he is not disqualified under sub-section (2) ofSection 164 of the Companies Act, 2013.

Pursuant to Sec. 196(4) read with Schedule V of theCompanies Act, 2013, appointment of Managing Director has tobe approved by the Members of the company in generalmeeting. The terms and conditions of his appointment includingremuneration payable to him are governed by the orders of theGovt. of Tamil Nadu.

The resolution seeks the approval of the members in terms ofSections 196, 197 and 203 read with Schedule V and otherapplicable provisions of the Companies Act, 2013 and the Rulesmade thereunder for the appointment of Thiru C V Sankar IASas Chairman and Managing Director of the company with effectfrom 25th October 2013.


None of the Directors of the Company and their relatives or keymanagerial personnel and their relatives other than Thiru C VSankar IAS is interested or concerned in the resolution.

ITEM NO.13

The Board of Directors of your Company have extended theservices of Thiru A Velliangiri as Deputy Managing Director fora period of two years with effect from 19.12.2013 on theterms and conditions as detailed in the Resolution set out underitem No.13 of the notice.

The company has received from Thiru A Velliangiri (i) consentin writing to act as Director in Form DIR-2 pursuant to Rule 8of Companies (Appointment & Qualification of Directors) Rules2014, (ii)intimation in Form DIR-8 in terms of Companies

(Appointment & Qualification of Directors) Rules 2014, to theeffect that he is not disqualified under sub-section (2) ofSection 164 of the Companies Act, 2013.

The resolution seeks the approval of the members in terms ofSections 196 and 197 read with Schedule V and otherapplicable provisions of the Companies Act, 2013 and the Rulesmade thereunder for the appointment of Thiru A Velliangiri asDeputy Managing Director for a period of two years with effectfrom 19th December 2013.


None of the Directors of the Company and their relatives or keymanagerial personnel and their relatives other than Thiru AVelliangiri is interested or concerned in the resolution.

ITEM NO.14

The Board of Directors of your Company have extended thecontractual engagement of Thiru R Mani asDirector(Operations) for a period of one year with effect from27.2.2014 as per terms set out in the Resolution in the notice.

The company has received from Thiru R Mani (i) consent inwriting to act as Director in Form DIR-2 pursuant to Rule 8 ofCompanies (Appointment & Qualification of Directors) Rules2014, (ii)intimation in Form DIR-8 in terms of Companies(Appointment & Qualification of Directors) Rules 2014, to theeffect that he is not disqualified under sub-section (2) ofSection 164 of the Companies Act, 2013

The resolution seeks the approval of the members in terms ofSections 196 and 197 read with Schedule V and otherapplicable provisions of the Companies Act, 2013 and the Rulesmade thereunder for the appointment of Thiru R Mani asDirector(Operations) for a period of one year with effect from27th February 2014. .


None of the Directors of the Company and their relatives or keymanagerial personnel and their relatives other than Thiru RMani is interested or concerned in the resolution.

BY ORDER OF THE BOARD

Registered Office :

67 Mount Road, Guindy V SIVAKUMAR

Chennai 600 032 COMPANY SECRETARY

Place: Chennai

Date : 10.7.2014


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THE INSTRUCTIONS FOR MEMBERS FOR VOTING

ELECTRONICALLY ARE AS UNDER:-

IN CASE OF MEMBERS RECEIVING E-MAIL:

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab.

(iii) Now, select the “COMPANY NAME” from the drop downmenu and click on “SUBMIT”

(iv) Now Enter your User ID (For CDSL: 16 digits beneficiaryID, For NSDL: 8 Character DP ID followed by 8 DigitsClient ID, Members holding shares in Physical Formshould enter Folio Number registered with the Companyand then enter the Captcha Code as displayed and Clickon Login.

(v) If you are holding shares in Demat form and had loggedon to www.evotingindia.com and voted on an earliervoting of any company, then your existing password is tobe used. If you are a first time user follow the stepsgiven below.

(vi) Now, fill up the following details in the appropriateboxes:

For Members holding For Members holding

shares in Demat Form shares in Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued byIncome Tax Department (Applicable for both dematshareholders as well as physical shareholders)

Members who have not updated their PAN with theCompany/Depository Participant are requested to usethe first two letters of your name followed by last 8digits of Folio No. in the PAN field. In case the FolioNo. is less than 8 digits enter the applicable number of0’s before the number after the first two characters ofthe name. Eg. If your name is Ramesh Kumar with FolioNo. 1 then enter RA00000001 in the PAN field.

DOB# Enter the Date of Birth as recorded in your demataccount or in the company records for the said demataccount or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in yourBank demat account or in the company records for theDetails # said demat account or folio.

# Please enter any one of the details in order to login.In case either of the details are not recorded withthe depository or company please enter the folionumber in the Dividend Bank details field.

(vii) After entering these details appropriately, click on“SUBMIT” tab.

(viii) Members holding shares in physical form will thenreach directly the Company selection screen. However,members holding shares in demat form will now reach‘Password Creation’ menu wherein they are required tomandatorily enter their login password in the newpassword field. Kindly note that this password is to bealso used by the demat holders for voting forresolutions of any other company on which they areeligible to vote, provided that company opts for e-voting through CDSL platform. It is stronglyrecommended not to share your password with anyother person and take utmost care to keep yourpassword confidential.

(ix) For Members holding shares in physical form, the detailscan be used only for e-voting on the resolutions containedin this Notice.

(x) Click on <Company Name> on which you choose to vote.

(xi) On the voting page, you will see Resolution Descriptionand against the same the option “YES/NO” for voting.Select the option YES or NO as desired. The option YESimplies that you assent to the Resolution and option NOimplies that you dissent to the Resolution.

(xii) Click on the “Resolutions File Link” if you wish to view theentire Resolutions.

(xiii) After selecting the resolution you have decided to voteon, click on “SUBMIT”. A confirmation box will bedisplayed. If you wish to confirm your vote, click on “OK”,else to change your vote, click on “CANCEL” andaccordingly modify your vote.

(xiv) Once you “CONFIRM” your vote on the resolution, you willnot be allowed to modify your vote.

E-VOTING INSTRUCTIONS


29

(xv) You can also take out print of the voting done by you byclicking on “Click here to print” option on the Voting page.

(xvi) If Demat account holder has forgotten the changedpassword then Enter the User ID and Captcha Code clickon Forgot Password & enter the details as prompted bythe system.

(xvii) Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on tohttps://www.evotingindia.co.in and register themselves asCorporates. After receiving the login details they have tolink the account(s) which they wish to vote on and thencast their vote. They should upload a scanned copy of theBoard Resolution and Power of Attorney (POA) which theyhave issued in favour of the Custodian, if any, in PDFformat in the system for the scrutinizer to verify the same.

IN CASE OF MEMBERS RECEIVING THE PHYSICALCOPY:

(A) Please follow all steps from sl. no. (i) to sl. no. (xvii)above to cast vote.

(B) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions(“FAQs”) and e-voting manual available atwww.evotingindia.co.in under help section or write anemail to [email protected]

OTHER INFORMATION:

(i) The e-voting period commences on Tuesday , 9thSeptember 2014 (9.00 a.m. IST) and ends on -Thursday,11th September 2014 (6.00 p.m. IST). During thisperiod, Members of the Company, holding shares eitherin physical form or in dematerialized form, as on 8thAugust 2014 may cast their vote electronically.

(ii) The e-voting module shall be disabled by CDSL for votingthereafter. Once the vote on a resolution is cast by a

Member, he shall not be allowed to change it

subsequently.

(iii) The voting rights of Members shall be in proportion to

their shares in the paid up equity share capital of the

Company as on 8th August 2014.

(iv) Mr.R.Sridharan, Practicing Company Secretary

(Membership No.F4775) has been appointed as the

Scrutinizer to scrutinize the e-voting process in a fair and

transparent manner.

(v) The Scrutinizer shall, within a period not exceeding

three working days from the conclusion of the e-voting

period, unblock the votes in the presence of at least

two witnesses not in the employment of the Company

and make a Scrutinizer’s Report of the votes cast in

favour or against forthwith to the Chairman of the

Company.

(vi) Voting is provided to the members through e- voting and

at the annual general meeting of the Company.

A Member can opt for only one mode of voting i.e. either

through e-voting or at the Annual General Meeting of

the Company.

(vii) If a Member casts votes by both modes, then voting

done through e-voting shall prevail.

The results shall be declared not later than two days from the

date of Annual General Meeting (AGM) of the Company. The

results declared along with the Scrutinizer’s Report shall be

placed on the Company’s website www.tnpl.com and on the

website of CDSL within forty eight hours of AGM and

communicated to the BSE Limited and National Stock

Exchange of India Limited, where the shares of the Company

are listed.



30

TO THE MEMBERS

Your Company’s Directors are pleased to present the 34thAnnual Report of the Company along with Audited Accountsfor the financial year ended 31st March 2014.

1. FINANCIAL RESULTS

The Financial Results for the year under review aresummarized below:

(Rs. in crore)

Particulars 2013-14 2012-13

Revenue from operations 2285.22 1861.26

Other income 16.72 19.92

Operating Profit (PBIDT) 523.21 422.06

Finance cost 128.21 120.97

Gross Profit (PBDT) 395.00 301.09

Depreciation 192.32 174.98

Profit before tax 202.68 126.11

Provision for tax 41.50 34.63

Profit after tax 161.18 91.48

Balance brought forward 20.22 20.93

Profit Available for appropriation 181.40 112.41

APPROPRIATIONS

Transfer to General Reserve 100.00 46.00

Debenture Redemption Reserve 5.70 5.70

Proposed Dividend 41.53 34.61

Tax on Dividend 7.05 5.88

Balance carried forward 27.12 20.22

181.40 112.41

The overall Results are satisfactory as the Company had tocontend with severe raw material shortages, steep escalation incosts and a progressive reduction in Market Demand during theyear. The Management deserves commendation for theirperformance despite the adverse external environment.

2. DIVIDEND

Your Directors recommend a dividend of 60 % for the yearended 31.3.2014. The Dividend, if approved by theshareholders at the AGM, will be paid to the equityshareholders whose names appear in the Register of Membersas on 15.9.14. Expenditure on the proposed dividend, will beRs.48.58 crores, inclusive of taxes.

3. TRANSFER TO RESERVES

The Company has transferred Rs. 100 cr. to General Reservesand Rs. 5.70 crores to Debenture Redemption Reserve out ofthe amount available for appropriation. Rs.27.12 cr. is proposedto be retained in the Profit & Loss Account.

4. PERFORMANCE HIGHLIGHTS OF THE YEAR

a) Operations

1. Sales turnover crossed Rs.2000 cr. mark for the firsttime. At Rs. 2285 cr., sales were 22% higher than in theprevious year.

2. Profit before tax of Rs.202.68 cr. was an all time record.Profit after tax of Rs.161.18 cr. exceeded the PATachieved in 2012-13 by 76%.

3. Sales volume of 391843 MT was the highest achievedby the Company in its history. This was made possibleby the record production of 387714 MT by theKagithapuram Factory.The company once again achieved ZERO stock ofPrinting and Writing paper at the end of the year.

4. The Directors have recommended a Dividend of 60%compared to 50% in each of the last three years. Thisrate of Dividend is the highest since the company beganoperations in 1986.The Dividend reflects the confidence that the Directorsand Management have in the future of the company.

5. The Company generated 5650.80 lakh units of powerand consumed 5532.06 lakh units. The excess of 118.74lakh units were exported to the State Grid.TNPL self-generates 99.2% of its power requirementsand draws only 0.8% from the State Grid. This is anunparalelled performance compared to other mills inthe paper industry in India and all industries in Tamil Nadu.

6. The company received 128043 Renewable EnergyCertificates (REC) for generating power using steamproduced in the Recovery Boiler. Of these 66854 RECswere sold during the year yielding revenues of Rs.10 cr.

7. The Bio-methanation plants generated 96.64 lakh cubicmetres of methane gas, the consumption of which in thelime kilns saved use of furnace oil valued at Rs. 24.54 cr.

8. 113904 tonnes of cement were produced using wastematerial - lime sludge and fly ash generated in thePaper Mill. TNPL is the first and only company in thePaper Industry in India to convert mill wastes intouseable high grade cement .

9. 257524 tonnes of Hardwood and Chemical BagassePulp were produced during the year.The Company is involved in Farm Forestry andPlantations covering over 100185 acres benefitting18709 farmers in 29 districts of Tamil Nadu.

10. The company repaid on schedule Term Loansamounting to Rs.375 cr..

DIRECTORSʼ REPORT


30


b. New Projects

1. The Company has begun work on setting up a state-of-the-art Multilayer Double Coated Board Plant with anannual capacity of 200,000 tonnes at a greenfield sitein Manaparai Taluk, Trichy District (Tamil Nadu State).The capital outlay for this project is estimated atRs.1500 cr. and is scheduled to be completed byDecember 2015.

2. A De-inking pulp plant with a capacity of 300 tonnesper day was commissioned during the year to augmentinhouse pulp production.

3. A 125 tonnes per hour capacity high pressure boilerand a 41MW capacity Turbo Generator (TG) werecommissioned during the year. As a consequence, thecompany is now almost self-sufficient in power.

4. A 100 tonnes per day Wet Ground Calcium Carbonate(WGCC) plant has been completed on a Build, OwnOperate basis (BOO) through M/s OMYA, Switzerland. Thetotal requirement of WGCC for manufacture of paper will bemet from this source at a substantially lower cost.

5. A 200 tonnes per day Precipitated Calcium Carbonate(PCC) Plant is being set up through M/s OMYA,Switzerland on a Build, Own Operate basis(BOO). Theplant will become operational in July 2014 and whencompleted, will lower costs for the Company .

c. Contribution to Environment

1. The company has adopted Eco friendly ECF bleaching inPulp manufacture. The switch over from conventionalchlorine bleaching to ECF bleaching involved a capitaloutlay of Rs.316 cr.

2. The Company has introduced ‘OZONE TREATMENT ’ asa tertiary step in the effluent treatment plant,substantially improving the quality of discharged water.TNPL is the first and only company in the paper industryto have introduced Ozone treatment technology, toimprove the quality of its effluent water.

3. The company has implemented several waterconservation measures. The overall water consumptionper mt of paper during the year was 42 Kl., one of thelowest in the industry.

4. Waste products (i.e lime sludge and fly ash) generatedin paper manufacture is being converted into high gradecement.

5. The company has installed a continuous air qualitymonitoring system at the factory.

6. The windfarms at Devarkulam and Perungudi with aninstalled capacity of 35.5MW generated 522.07 lakhKwh Units of ‘Green Power’.

d. Corporate Social Responsibility (CSR)

1. The Company is committed to being a sociallyresponsible corporate citizen. The CSR activities focusprimarily on two areas – EDUCATION & HEALTH CARE

2. The CSR projects promote and enrich Economic, Social,Environmental and Cultural growth of the communityliving in areas near the factory.

3. The Company aims to spend approximately 3% ofthe profit of the previous year on CSR activities, in thefollowing year. The Company spent Rs. 3.27 cr. on CSRactivities during the year under review.

e. Contribution to Innovation and New knowledgedevelopment

1. The company nurtures creativity and innovationthrough its R & D activities which are carried out largelyin-house. A few activities are outsourced whenwarranted.

2. The R & D activities focus on product development,process improvement, raw material substitution,development of new products and protection of theenvironment.

3. The company spent Rs. 4.04 cr. on R & D activitiesduring the year.

f. Awards

The Company has received “Environmental BestPractices Award 2013” from the Confederation ofIndian Industry(CII).

The company has received the National Award forExcellence in Cost Management 2013 [First Awardunder the category of Private – Manufacturing:Organisation (Large)] from the Institute of CostAccountants of India.

Dun & Bradstreet, Mumbai, has selected TNPL as theTop Company in the Indian Paper Industry as one ofthe Dun & Bradstreet Corporate Awards for 2014.

5. MARKET TRENDS

a. General

The global paper production is estimated at 430 Milliontonnes and in India 12 Million tonnes. India accountsfor only 2.79% of World production. Demand growth indeveloped countries is expected to be flat. Growth indeveloping countries is likely to account for theworldwide growth of 1.5% – 2% per annum. With the population growth of 1.9% and the increase inthe literacy rate, India is expected to be the fastestgrowing market in the world with an overall growth rateof 6% per annum. Paper consumption in India isexpected to reach around 14 Million tonnes by 2015-16. Excise Duty and Import Duty remained unchanged at6% and 10% respectively during the year.

b) Printing & Writing Paper (PWP)

Between 2008 and 2011, paper production capacityincreased by approximately 60% over the capacity in2007 against the then demand growth of about 8%


31


per annum. Supplies were in excess of demand during2011 and 2012. Paper prices therefore declined steeplyduring these years . Raw materials shortage and steepincrease in input costs from the third quarter of financialyear 2012-13 increased the cost of productionsubstantially. Consequent to this, paper prices increasedfrom December 2012. Printing and Writing paper nowaccounts for 35% of total demand , with a growth rateof 6% per annum . No major capacity addition has beenannounced by mills after the expansion between 2008and 2011.

c) Packaging Boards

The market for Packaging Board is estimated at 2.2Million tonnes. Grey-back Boards account for 1.05million tonnes, White-back Coated Boards and otherhigh-end varieties like Folding Boxboard, Solid BleachedSulphate Boards, account for the remaining 1.15 milliontonnes. The demand growth in the high end segmentsis estimated at 11.6% per annum.

d) Outlook

Despite slow economic recovery and continued erosionin demand by electronic media, global paperconsumption is expected to reach 445 million tons by2015, with a growth rate of 1.5 - 2% per annum. Withconsistent demand from the education sector, changesin lifestyle and overall economic growth there ispotential for capacity addition and fresh investmentsin the Industry in the coming years. As the demand for pulpwood exceeded supplies pulpwood prices have increased by about 60% during theyear. Hit by the steep increase in pulpwood cost, theindustry has stepped up plantation activities to augmentpulp wood supplies. The shortage of pulpwood isexpected to recede in a couple of years.

e) TNPL response to Market Trends

TNPL has increased the production capacity consistentlykeeping in pace with Industry growth. The company isnow setting up a multilayer double coated Board Plantwith a capacity of 2 lakh tonnes per annum. With this,the total production capacity of the company will riseto 6 lakh MT per annum from financial year 2016-17. During the year domestic sales constituted 83 % andExport 17%.

6 DIRECTORS

Pursuant to the orders issued by the Government of TamilNadu Thiru C V Sankar IAS is holding full additional charge ofthe post of Chairman and Managing Director, TNPL vice ThiruN S Palaniappan IAS w.e.f. 25.10.2013. Thiru C V Sankar, IASwill hold office upto the date of the forthcoming AnnualGeneral Meeting and is eligible for appointment as Director.

Thiru Mahesan Kasirajan, IAS, has been transferred fromthe post of Director of Sugar. Consequently he relinquishedhis position as Director in TNPL.

The Board of Directors have extended the services of ThiruA Velliangiri, Deputy Managing Director on contract basisfor a period of two years w.e.f.19.12.2013 . Thiru AVelliangiri will hold office upto the date of the forthcomingAnnual General Meeting and is eligible for appointment asDirector at the AGM.

The Board of Directors have extended the service of ThiruR Mani as Director(Operations) on contract basis for afurther period of one year from 27.2.2014. Thiru R Maniwill hold office upto the date of the forthcoming AnnualGeneral Meeting and is eligible for appointment as Directorat the AGM.

Thiru T. Udhayachandran IAS, Director retires by rotationat the forthcoming Annual General Meeting. He is eligiblefor reappointment as Director.

In accordance with Sec.149 and other applicable provisionsof the Companies Act, 2013, SEBI guidelines , the companyhas to appoint at least one half of the Board asIndependent directors with specific mention of tenure.Accordingly, the following non-executive and independentdirectors are proposed to be appointed as Independentdirectors for a tenure of three years i.e. upto 31.3.2017 :

1.Thiru V Narayanan

2.Thiru N Kumaravelu

3.Thiru M R Kumar

4.Thiru V Nagappan

5.Tmt.Sarada Jagan

Independent directors are not liable for retirement byrotation.

7. AUDITORS

a) Statutory Auditors The Comptroller and AuditorGeneral of India appointedM/s. Raman Associate.,Chartered Accountants,Chennai as the StatutoryAuditors of the Company forthe Financial year 2013-14.

b) Cost Auditors Pursuant to Sec.233B of theCompanies Act, 1956, theCentral Government hasordered that the companycarries out audit of costaccounts for every yearrelating to Paper, Cement andEnergy. M/s S Mahadevan &Co, were appointed as CostAuditors for the year 2013-14.The cost audit report for theyear 2013-14 will be submittedto the Central Governmentbefore the due date. Cost Auditreport for the financial year2012-13 was filed on schedule.


32


c) Secretarial Auditor M/s R. Sridharan & Associateshave carried out SecretarialAudit of the company for theyear ended March 2014 .Thecompany has complied with allapplicable provisions of theCompanies Act, 1956,Depositories Act, 1996, ListingAgreement with the StockExchanges and all theregulations of SEBI asapplicable to the company.

8. FIXED DEPOSITS

The company has stopped accepting fresh deposits from1.6.2002 and renewals from 1.8.2005.The outstandingdeposits as on 31.3.2014 was Rs.0.45 Lakhs againstRs.1.64 Lakhs in the previous year. The number ofdepositors on 31.3.2014 was 2 against 10 in the previousyear. The outstanding deposits remain unpaid as thedepositors have not made known their new addresses tothe Company.

9. TRANSFER TO INVESTOR EDUCATION ANDPROTECTION FUND

During the year, the company has transferred Rs.8,44,419/-being the Dividend and Fixed Deposit amount which weredue and payable and remained unclaimed and unpaid for aperiod of seven years, to the Investor Education andProtection Fund, as required under Section 205A(5) of theCompanies Act , 1956.

10. UNPAID DIVIDEND STATUS

Dividends were remaining unpaid due to non-confirmationof their new addresses by the concerned shareholders.The unpaid dividends were returned by the postalauthorities. Effective follow-up by the Company hasresulted in Unpaid Dividends being consistently below 0.5%of the total dividends. As and when the shareholderscommunicate the new address, the dividend is sent to theshareholders. At the end of seven years the unpaiddividend is transferred to Investor Education & ProtectionFund. The table and graph given below summarize thestatus of Unpaid Dividends

% OF UNPAID DIVIDEND% OF PAID DIVIDEND

99.65 99.67 99.67

99.74

99.62 99.6299.57

0.430.380.38

0.260.330.330.35

0.35

99.65

DIVIDEND STATUS FOR THE LAST 7 YEARS(Rs. In lakhs)

SL YEAR SHARE DIVIDEND DIVIDEND DIVIDEND DIVIDEND % OF PAID % OF UNPAID No. CAPITAL AMOUNT PAID UNPAID AS ON DIVIDEND DIVIDEND

% 31.3.2014

1. 2006-07 6921.06 25 1730.27 1724.25 6.02 99.65 0.35(Final Dividend)

2 2007-08 6921.06 20 1384.21 1379.71 4.50 99.67 0.33(Interim Dividend)2007-08 6921.06 25 1730.27 1724.7 5.57 99.67 0.33(Final Dividend)

3. 2008-09 6921.06 45 3114.48 3106.50 7.98 99.74 0.26

4. 2009-10 6921.06 45 3114.48 3102.73 11.75 99.62 0.38

5. 2010-11 6921.06 50 3460.53 3448.57 11.96 99.65 0.35

6. 2011-12 6921.06 50 3460.53 3447.61 12.92 99.62 0.38

7. 2012-13 6921.06 50 3460.53 3445.74 14.78 99.57 0.43


33


11. ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars required under Sec. 217(1)(e) of theCompanies Act. 1956, read with the Companies (Disclosureof Particulars in the Report of Board of Directors) Rules,1988 are furnished in Annexures I and II to this Report.

12. STATEMENT OF EMPLOYEESʼ REMUNERATION(217(2A)Companies Act 1956)

None of the employees drew remuneration of more thanRs.60,00,000/- per annum during the year. Thisinformation is furnished as required under section 217(2A)of the Companies Act, 1956, read with Companies(Particulars of Employees) Rules, 1975.

13. CASH FLOW STATEMENT

As required under Clause 32 of the Listing Agreement withthe Stock Exchanges, a Cash Flow Statement prepared inaccordance with the Accounting Standard (AS-3) issued bythe Institute of Chartered Accountants of India is attachedto the Balance Sheet.

14. EXPORT HOUSE STATUS

The Company continues to enjoy “Two Star Export House”status, awarded by the Government of India, in recognitionof its export performance.

15. INDUSTRIAL RELATIONS

Industrial relations during the year continued to be cordial.

16. DIRECTORSʼ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3 )( c) ofthe Companies Act, 2013, with respect to Directors’Responsibility Statement, it is hereby confirmed:

1. That the applicable accounting standards have beenfollowed along with proper explanation relating tomaterial departures, if any;

2. That the selected accounting policies were appliedconsistently and judgments and estimates that arereasonable and prudent were made so as to give a trueand fair view of the state of affairs of the Company atthe end of the financial year and of the profit of thecompany for that period;

3. That the Directors have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of theCompanies Act , 1956 for safeguarding the assets ofthe Company and for preventing and detectingfraud and other irregularities;

4. That the Annual Accounts were prepared for thefinancial year ended 31st March 2014 on a goingconcern basis.

17. CORPORATE GOVERNANCE

The Report on Management Discussion and Analysis andthe Report on Corporate Governance forming part of

Directors’ Report are enclosed as Annexures III and IV.

As required by the Listing Agreement, an Auditor’sCertificate on Corporate Governance and a Declaration bythe Chairman & Managing Director with regard to Code ofConduct are attached to the Report on CorporateGovernance.

18. CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, aCertificate on the Financial Statements and Cash Flowstatement of the company for the year ended March 31,2014 duly signed by the Chairman & Managing Director andDeputy Managing Director was submitted to the Board ofDirectors at the meeting held on May 29, 2014.

19. ACKNOWLEDGEMENT

The Board has pleasure in recording its appreciation for theassistance, co-operation and support extended to thecompany by the Govt. of Tamil Nadu, Commercial Banks,Financial Institutions, Sugar Mills and Dealers.

The Board also places on record its sincere appreciation ofthe positive response received from the Company’s valuedcustomers and thanks them for their continued support .

The company is grateful to all employees for theirexemplary co-operation during the year. Their contributionhas been truly outstanding. The Directors place on recordtheir appreciation of the excellent effort made by everyemployee to enhance the company’s performance inadverse market conditions.

Finally, the Board of Directors sincerely thanks theshareholding community for their solid support and for theconfidence they have reposed in the Company.

For and on behalf of the Board

C V SANKARCHAIRMAN AND MANAGING DIRECTOR

Date: 29th May 2014

Place:Chennai 600 032


34


35

PARTICULARS UNDER COMPANIES (DISCLOSURE OFPARTICULARS IN THE REPORT OF BOARD OFDIRECTORS) RULES, 1988

REPORT ON ENERGY CONSERVATION DURING THEYEAR 2013-14

I (A) ENERGY CONSERVATION MEASURES TAKEN:

I a) 1 Recycling of EOP & D1 bleach filtrate in CB-ECFplant reduced LP steam consumption from 0.25to 0.15 t per ton of unbleached pulp in bleach planthas resulted in a cost savings of Rs.178.25 lakhs.

2. Thermal energy savings by utilizing the continuousblow down water of Boiler #5 in Causticizer Plantresulted in savings of 48.3 MT of Imported coal andthe cost savings is Rs.2.45 lakhs.

3. Thermal energy savings by utilizing the continuousblow down water of Boiler #6 in Causticizer Plantresulted in savings of 114.5 MT of Imported coaland the cost savings is Rs.5.81 lakhs.

4. Providing New VFD drive for Ash mixing tanktransfer pump in RB #3 resulted in cost savings ofRs.1.36 lakhs.

5. Utilization of waste effluent sludge in the powerboilers has reduced the imported coal consumptionby 416 MT with savings of Rs.21.1 lakhs.

6. Utilization of wood bark / wood dust in the powerboilers has reduced the imported coal consumptionby 2472 MT and cost savings is Rs.125.5 lakhs.

(b) Additional investments Rs. 14.00 Lakhsincurred in implementing of the above proposals

(c) 1) Impact of the measures Rs.320.47 Lakhsat (a), (b) in reduction of Per annumenergy consumption2) Impact on the cost Rs. 82.66 of production per ton (Reduction)of paper

II. REPLACEMENT OF OLD ASSETS:

Installation and commissioning of one number of HighPressure CFBC Boiler of 105 ata, 125 tph along with onenumber of 41 MW TG to replace three numbers of old44 ata, 60 tph, Power Boilers and 2 number of TGstotaling 18.5 MW under “Ravamping of Steam andPower System” (RSPS) was done during the FY 2013-14. It resulted in reduction of imported coal by 4598MT thereby saving Rs.233 lakhs apart from meeting theplant requirement.

I (B) RESEARCH & DEVELOPMENT ANDTECHNOLOGY ABSORPTION (AS PER “FORMB” SEE RULE 2)

I. Specific areas in which R & D carried out by thecompany :

Paper industry is facing many challenges like scarcity ofnatural resources, increasing cost of raw material, stringentenvironmental regulations. New innovations in R & D arenecessary to manage the aforesaid challenges. TNPL R & Dconcentrates on measures to reduce cost, add value ,improve end product quality, water conservation andenvironment improvement.

Identification and improvements of fibrous rawmaterials:

To improve the fibrous raw material quality, sevenEucalyptus clones received from Institute of Forest Geneticsand Tree Breeding (IFGTB) were screened for pulp yield,strength and optical properties. In addition, seven hybridclones of Eucalyptus camaldulensis, received fromplantation department were also screened for yield,strength and optical properties. Of this, two clones werefound suitable for high biomass yield, pulp yield and alsopulp properties.

Four clones were screened for pulp properties as alternatepulp wood species to avoid mono culturing. Among the fourspecies A. Candamba was found superior in terms of pulp,fibre properties and bleaching response and otherscomparable with traditional pulp wood species likeEucalyptus.

Biotechnology:

Tissue culture protocol was standardized for two Eucalyptushybrids clones and 2,800 plants were produced andsupplied to plantation for further multiplication. During theyear, total 50,000 tissue culture seedlings were producedand distributed which include 7,000 seedlings of thorn-lessbamboo. Studies were conducted to know both microbialand environmental impact on wet lapped de-inked pulpduring the storage.

New product development:

Print Fine:

A new product “PRINT FINE” was developed during theyear.

Low cost pigmenting paper

The market requires pigmented paper with lower price.R&D has developed a low cost pigmenting paper with a coatweight of about 1 gsm per side. The bench scale productionof the new product has exhibited improved print gloss,enhanced visual appeal, adequate surface strength andreduced linting tendency (fluff). Initial bench scale trialshave shown encouraging results and it is planned to takeplant scale trials shortly.

ANNEXURE - I


35


36

Assessment of the multilayer boards:

Multilayer Boards collected from local and internationalmarkets were assessed extensively for surface, optical,physical and printability characteristics. The outcome ofthe assessment helped greatly to decide upon theappropriate configuration for the new Board Machine.

Minimizing of ink drying:

Studies on ink drying problems were carried on variousfurnish at different ash levels. Addition of right kind ofadditive in right proportion has resulted in faster ink dryingon bench scale trials. Plant scale trials will be taken shortlyfor the field evaluation.

Process and environment improvements:

Water balance and pollution load study from different wastewater streams were carried out. Total 21 numbers of in-house water conservation measures were introduced tomanage the water shortage during April – June 2013. Theprojects mainly include reuse of pump seal & vacuumpump seal water, recycling of soda recovery plant processcondensate & pulp mill extraction stage filtrate, reuse ofback water filler dilution and reuse cooling tower blow downwater. The above measure reduced the water consumptionto around 35m3 per MT of paper and helped to sustain themill operation during summer months without majorstoppage.

Suitable flocculent was identified by bench scale settlingstudies and added in ASL outlet to improve the settlingcharacter of sludge and to reduce the suspended particlescarryover in the secondary clarifier outlet during processupsets. Lab scale and pilot study was carried out for sodiumsulphate recovery from electrostatic precipitate ash fromrecovery boiler. The purity of sodium sulphate is in therange of 91% to 95%.

Laboratory experiments to reduce Total Dissolved Solids(inorganic) in the bleach effluent using weak alkalis, suchas, magnesium hydroxide instead of sulphuric acid, in thefirst stage chlorine dioxide was completed successfully. Theresults of the above study indicates that inorganic load inpulp mill effluent can be reduced by 20% with minorincrease in tensile strength of the bleached pulp. Feasibilityof introducing magnesium hydroxide in the plant scale isunderway.

Bench scale experiments were conducted in laboratoryusing various settling aids/neutralizing agents includingalum and hydrochloric acids to improve lime mud filtration.The results of the above study confirms that alum additionimprove the lime mud filter performance. Accordingly, alumsolution was introduced to improve the settling property oflime mud, whenever the mud turns into slimy due to highalkali content, for smooth operation of lime mud filter.

II. Benefits derived as a result of above R&D studies

• Two Eucalyptus pulp wood clones with high pulp yieldand quality was identified and introduced.

• Anthocephalus cadamba an alternate pulp wood specieshas relatively high fibre length than the conventionalEucalyptus hardwood pulp.

• Two new products viz. print fine and Low costpigmenting paper were developed.

• Water conservation measures helped to maintain thespecific water consumption to around 35 m3 per MT ofpaper during the 2013 summer and helped to sustainthe mill operation without any major stoppage.

• Addition of settling aids/neutralizing agents like alumimproved the settling property of lime mud, wheneverthe mud turns into slimy due to high alkali content, forsmooth operation of lime mud filter.

• Around 50,000 high quality pulp wood tissue cultureseedlings were developed and supplied to Plantationdepartment as mother plant for mini clonal garden ordistribution to farmers.

III. Future plan of action:

• Optimization of deinking pulping process to reducestickes problem.

• Development of new products.

• Pretreatment of hardwood chips to reduce extractivesand explore the possibility of introducing bio-refineryconcept.

• Identification of alternative use of bagasse pith.

• Monitoring and management of Carbon and Waterfootprint.

• Monitoring of water reuse and its impact on productquality and wastewater characteristics.

• Identification and screening of new pulp wood clones toimprove economical and environmental performance.

• Enzymatic deinking process to reduce the pulpingchemicals and TDS in wastewater.

• Introduction of Phyto-technology to stabilize anaerobicreactor outlet wastewater to reduce high suspendedsolids and colour.

IV Expenditure on R&D

(Rs. In lakhs)

a) Capital 108.38

b) Recurring 295.26

c) Total 403.64

d) Total R&D expenditure as a 0.18%percentage on turnover


36



I ( C) FOREIGN EXCHANGE EARNINGS

a. Activities relating to Exports

During the year , the company exported 65875 Mts. of

Printing and Writing Paper valued at Rs.339.63 crores to 35

countries including Angola, Armenia, Bulgaria, Egypt,

Ethiopia, Ghana, Indonesia, Iran, Jordan, Kenya, Kuwait,

Malaysia, Nigeria, Senegal, South Africa, Sri Lanka, Sudan,

Thailand, Tunisia, Turkey, Uganda, Yemen, etc.

b. Foreign Exchange Earnings (Rs. In lakhs)

Export of PWP (C&F value) 33963.03

I (D) FOREIGN EXCHANGE OUTGO

a. Imports (on CIF basis) (Rs. In lakhs)

Raw materials 11274.77

Components, Spare parts & chemicals 7768.44

Imported coal 30182.63

Capital goods 456.87

Total 49682.71

b. Other than imports (Rs. In lakhs)

Engineering & Supervision charges 241.29

Interest 1627.94

Repayment of foreign currency loan(Long Term) 21846.42

Others 202.99

Total 23918.64

3737


ANNEXURE - IIForm A (See Rule 2)

A. POWER AND FUEL CONSUMPTION

1. POWER

2013-2014 2012-2013S.No Particulars UOM Current year Previous year

(a) Purchased

Unit Lakh KWH 45.06 88.19 Energy Charges Rs.in lakhs 327.32 571.64 MD & Other Charges “ 621.41 391.37 Total Charges “ 948.74 963.01 Rate/Unit ( Excluding MD&Other Charges) Rupees 7.26 6.48

(b) Own Generation

(i) Through Steam Turbine/ GeneratorUnits generated Lakh KWH 5650.80 5233.31Cost / Unit (Variable Cost) Rupees 3.01 2.73

Units Consumed Lakh KWH 5532.06 5233.31 Cost / Unit (Variable Cost) Rupees 2.98 2.73

Units sold Lakh KWH 118.74 0.00 Cost / Unit (Variable Cost) Rupees 4.18 0.00

(ii) Through Wind Turbine Generator Lakh KWH 522.07 586.59Cost / Unit (Total Cost) Rupees 2.07 1.76

2. FUEL CONSUMED #

S. Particulars 2013-2014 2012-2013

No. Qty Total cost Avg. rate Qty Total cost Avg. rate(MT) (Rs.lakhs) Rs. (MT) (Rs.lakhs) Rs.

Fuel Purchased

A Indigenous Coal 13882 562.85 4054 19648 668.21 3401

B Imported Coal 413431 20796.02 5030 356969 16845.43 4719

C Raw Lignite 1626 39.02 2400 0 0.00 0

D Furnace Oil (Kilo Litre) 16235 6960.68 42875 13282 5291.39 39839

E Agro Fuel 380 17.25 4540 504 22.84 4529

Fuel - Internal Generation

F Pith 84487 69992

G MLSS Pith 2566 12824

H Wood Bark / Dust 9078 9129

I Black Liquor Solids 475281 483015

J Bio Methane Gas - 000 M3 9611 10125

# Includes Fuel consumed for the Inhouse Power sold.


38



39

B. CONSUMPTION PER UNIT OF EQUIVALENT PRODUCTION OF CEMENT / PAPER

S NO. PARTICULARS UOM Current year (1) Previous year (2)

Cement P&WP Cement P&WP

(a) Electricity KWH 174 1376 1451 (b) Ind.Coal Kg 36 53 (c) Imp.Coal Kg 214 941 959 (d) Raw Lignite Kg 4 0 (e) Furnace Oil Ltr 42 36 (f) Agro Fuel Kg 25 26 (g) Pith Kg 219 188 (h) MLSS Pith Kg 7 34 (i) Black Liquor Solids Kg 1236 1296 (j) Bio-Methane Gas M3 25 27

ADDENDUM TO DIRECTORSʼ REPORT

Pursuant to the orders of Government of Tamil Nadu, Thiru Mahesan Kasirajan IAS has been appointed as Additional Director. Thiru Mahesan Kasirajan IAS will hold office upto the date of forthcoming Annual General Meeting and is eligible for appointment as Director in the General Meeting.

FOR AND ON BEHALF OF THE BOARD

Place:Chennai C V SANKARDate : 10.7.2014 CHAIRMAN & MANAGING DIRECTOR

39


I. INTRODUCTION

Tamil Nadu Newsprint and Papers Limited (TNPL) waspromoted by the Government of Tamil Nadu in the year 1979to produce Newsprint and Printing & Writing paper(PWP) usingbagasse as the primary raw material. The factory is located atPugalur in Karur District. The plant with a capacity 90,000tonnes per annum was commissioned in 1984. TNPL hasenhanced the capacity to 400000 tonnes per annum in fourphases. The company has increased the pulping capacity intandem to 1180 tonnes per day comprising of bagasse pulp550 tonnes per day, hard wood pulp 330 tonnes per day andde-inked pulp 300 tonnes per day.

II. INDUSTRY SCENARIO

India ranks 15th among paper producing countries in theworld. Total installed capacity in the country is approximately12 million tonnes. The per capita consumption of paper isabout 10 Kg. against the world average of 60 Kg. and Asianaverage of 40 Kg. The industry is fragmented with over 700paper mills. Only 50 mills have a capacity of 50000 tpa or more.

The current demand of 12 million tonnes is expected to reach20 million tonnes by 2020. With the consistent growth in theliteracy rate and economy, India is rated as the fastest growingmarket for paper in the world with a growth rate of 6% per year.Increase of per capita paper consumption by one kg wouldincrease the demand by about 1.25 million tonnes per year.

The paper industry is divided into four segments namelyNewsprint, Printing & Writing Paper (PWP), Industrial Paper andSpeciality Paper. PWP accounts for about 35%, Newsprint 19%,Industrial paper 40% and speciality papers 6% of total production

TNPL produces 4 lakh tonnes of uncoated Printing & WritingPaper per annum, approximately 10% of the total production ofPrinting and Writing Paper (PWP) in the country.

The paper industry is broadly divided into three categories viz.wood-based, agro-based and waste paper based. TNPL usesbagasse as the primary raw material.

About 35% of the capacity is located in Northern Region, 30%in Western Region , 30% in Southern Region and 5% inEastern Region.

ANNEXURE - IIIMANAGEMENT DISCUSSION AND ANALYSIS

CAPACITY-VARIETY WISE

40%

35%

19%

6%Industrial Paper 40%Speciality Paper 6%Printing & Writing Paper 35%Newsprint 19%

CAPACITY- RAW MATERIALWISE

40%

30%

30%

Wood Based Agro Based Recycled Fibre

Milestones

400000

245000230000180000

90000

1984 1996 2002 2009 2011

Capacity Growth - PaperTonnes per annum (tpa)

Capacity Growth - Pulp (tpd)

400 420550

120

300

330

550

330

PRE MDP (2007)

POST MDP(2008)

(2014)POST MEP(2010)

Chemical Bagasse Pulp Hard Wood Pulp DIP

300


40


Raw materials shortages, rising input costs, strict environment

regulations, high capital cost and lower capital - turnover ratio

are the major entry barriers to the industry.

III. STRATEGY

TNPL’s operational and financial performance is one of the best

in the Indian Paper Industry. TNPL’s success is largely related

to the following strategies:

1. Consistent growth

2. Better cost management

3. Financial re-engineering

4. Customer centric

5. Innovation

6. Management of Human Resources

1. Consistent Growth:

An organization has to grow in tandem with the Industry

growth to retain its market share. TNPL has grown from

the initial capacity of 90,000 tpa in 1984 to 4,00,000 tpa

in 2011 in tandem with the Industry growth. Currently

TNPL enjoys the fourth position in capacity and second

position in production of printing and writing paper in the

country. The company has three paper machines. Paper

Machine- 1 , with a capacity of 1,15,000 tpa., Paper

Machine-2 with a capacity of 1,30,000 tpa and Paper

Machine-3 with a capacity of 1,55,000 tpa. Life Cycle

Extension was carried out in Paper Machine-I in April 2009.

Every phase of growth is supported by the state-of-the-art

technology and equipment quality of global standards.

Many equipments were installed as First time in the

Industry.

2. Better Cost Management:

TNPL has implemented several cost saving measures tokeep the cost at the optimum level. TNPL has benchmarkedthe entire operations with Best Practices in the Industry.This has ensured optimum utilization of resources.

Continuous focus on process improvement measures,optimum mix of raw materials, improvement in machineand labour productivity have facilitated the company tocontinue to remain as the least – cost producer of paperin the country. The cost performance is reflected in theprofit margin of the company.

3. Financial re-engineering:

During the financial year 2002-03, TNPL swapped theoutstanding multi-currency loan USD 45 million availedfrom World Bank into USD FCNR(B) loans. TNPL repaid theentire FCNR (B) loans, USD 45 million in 5 years and savedRs.39.95 cr.

TNPL has implemented a sound Forex Risk Policy andthereby has minimized the currency risks in forextransactions.

The expansion schemes are funded through an appropriatemix of internal generation and borrowed funds taking intoaccount the cash generation potential from the existingfacilities and expansion schemes.

The average cost of the long term loan availed as on31.3.2014 is 8.87 %. (31.3.2013: 7.74%) and WorkingCapital loans 10.19% (31.3.2013: 9.81%). Overall cost is9.28 % (31.3.2013: 8.42%). The increase is due to theincrease in base rates by the Banks and repayment of oldlow cost loans as per amortization schedule.

4. Customer Centric:

TNPL product mix is always in line with market demand.New Products have received good response from themarket.

Quality is a way of life in TNPL. The quality control teamconstantly checks the consistency in quality. A functionalteam consisting of executives from production, qualitycontrol and marketing conduct surveys to check customersatisfaction level .

TNPL is an ISO 9001 & ISO 14001 certified company. TNPLhas exported 65875 mts of PWP to 35 countries in 2013–14 which indicates the global quality of its products.

Customer complaints are given utmost priority for redressal.Consistency in quality, transparency in pricing and promptdelivery have made TNPL a household name amongstdomestic and export customers.

5. Innovation:

TNPL is built on the concept that the environment must beprotected for the benefit of present and future generations.TNPL has perfected the technology of manufacturingnewsprint & printing and writing paper from bagasse, awaste product of the sugar industry. This is an outstanding

CAPACITY- REGIONWISE

35%

30%

30%

5%

North West South East


41


innovation. TNPL procures bagasse from sugar mills inexchange of steam on barter basis. This is a unique systempracticed successfully for over 30 years.

The two bio-methanation plants set up within the factorypremises have generated cumulatively 96.64 lakh m3 ofmethane gas during Apr – Mar 2014. The methane gas isused in lime kiln/Power boiler in the place of furnace oil.With this arrangement, TNPL has saved usage of 5766 KLof high cost furnace oil during the year 2013-14. TNPLregistered the project with UNFCCC during 2006 as thecountry’s First CDM Project in the waste management sector.

TNPL has set up a 600 tpd. Cement plant for producing highgrade cement using mill waste materials viz lime sludgeand fly ash. TNPL is the First Mill in the country to have setup a cement plant for producing cement from wastegenerated by the paper mill.

TNPL is the First Company in the Paper Industry to haveestablished a separate bio-technology and bio-energyResearch Centre to develop tissue culture seedlings to beused as mother plants in its farm forestry and captiveplantation schemes.

A Tertiary treatment of effluent by ‘ozonation’, a first of itskind in the Indian Paper Industry was introduced during2010 to improve dissolved oxygen in the effluent and toreduce colour.

6. Management of Human Resources:

TNPL’s vision is translated into reality by its team ofdedicated executives, staff and workmen. Training isimparted to improve the knowledge and skill level ofemployees at all levels. Senior Executives are sent tomanagement programmes conducted by leadingManagement Institutes .

The company has formulated a periodical performanceappraisal system. Key Performance Indicators (KPI) are setfor the organisation, the departments and the seniorexecutives at the beginning of each year and appraisal iscarried out at periodical intervals.

A Knowledge Management Portal has been created as anin-house facility for the benefit of all employees.

IV.THE SUCCESS DRIVERS

Environment Management

Environment improvement is a priority area for TNPL.Continuous studies are undertaken to reduce the waterconsumption and improve the quality of effluent. Complianceto pollution control norms and CREP regulations are strictlyadhered to.

Raw material Management: Bagasse

TNPL is the largest producer of paper from bagasse (a wasteproduct in the sugar industry) TNPL uses about 1 milliontonnes of depithed bagasse for producing 4,00,000 MT ofPrinting & Writing Paper. TNPL has established tie-uparrangements with eight sugar mills for procuring bagasse inexchange of steam.

Raw material management: Pulpwood

TNPL implemented Farm Forestry and Captive Plantationschemes during 2004-05 to grow pulpwood trees and becomeself-sufficient in its pulpwood requirements.

Under the Farm Forestry Scheme(FFS), TNPL motivatesindividual farmers and institutions to raise fast growing pulpwood plantations in their dry lands. The scheme involves supplyof high quality clones/seedlings at subsidized rates, providingtechnical assistance and entering into buy back arrangementwith the farmers with guaranteed prices.

Under the Captive Plantation Scheme (CPS), TNPL enters intoa MoU with land owners for establishment of plantation in theirland either on lease basis or on gross revenue sharing basis.The minimum land holding is 25 acres. Under CPS, all expensesare borne by TNPL - from land development to harvesting.

During the current year about 8,474 acres of plantation havebeen raised through Farm forestry and Captive plantation.TNPL has achieved the target of 1.00 lakh acres by end of2013-14.The details of acreage covered and farmers involvedfrom 2004 onwards are furnished below.

Year Farm Captive Total Extent No. ofForestry Plantation (Acres) Farmers

2004-05 1891 741 2632 480

2005-06 6055 60 6115 1475

2006-07 9718 281 9999 2107

3303 3459 3545

52076075 5766

45.7751.62 55

45

55 58

87

101

96

0

2000

4000

6000

8000

0

40

80

120

F.Oil Saved (kl) Methane Gas (Lakh cum)

2005-06 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14

2530 2994 2790

SugarMills

TNPLFactory

SuppliesBagasse to TNPL

Supplies fossil fuel(to generate steam)

to Sugar Mills

BARTER SYSTEMSugarMills

TNPLFactory

SuppliesBagasse to TNPL

Supplies fossil fuel(to generate steam)

to Sugar Mills

BARTER SYSTEM


42


Plantation-Farmers Benefitted

2182 1991 1773 20043006

2003 16882107

0

2004-

05

2005

-06

2006

-07

2007-

08

2008-

09

2009

-10

2010

-11

2011

-12

2012-

13

2013-

14

0

4000

8000

12000

16000

20000

Farmers Involved Cumulative Growth

480

19554062

6244

8235

10008

12012

15018

17021

18709

480 1475

2000

4000

6000

Plantation - Area Covered

26326115

9999

9686 8474

15218

15350

1151710579

10615

159

127

219145

110106107100

62

28

1000

6000

11000

16000

2005 2006 2007 2008 2009 2010 2011 2012 2013 20140

50

100

150

200

250

Area Planted(in acre) Plants Planted(in lakhs)

2007-08 10529 86 10615 2182

2008-09 9448 1131 10579 1991

2009-10 9687 1830 11517 1773

2010-11 13001 2349 15350 2004

2011-12 13116 2102 15218 3006

2012-13 8698 988 9686 2003

2013-14 7319 1155 8474 1688

Total 89462 10723 100185 18709

Pulpwood Receipt:

1,88,491 MT of pulpwood have been procured from FarmForestry / Captive Plantation sources upto 31.03.2014 .Due tocontinuous poor rainfall in the last three years and Gall insectinfestations in Eucalyptus species during 2009-10 & 2010-11,the average yield from the plantations harvested duringcurrent year was low at 18MT/ Ha. in interior parts of theState. The plantations raised in coastal districts like Pudukottai,Sivagangai and Nagapattinam have shown better growth due tobetter soil depth and better rainfall compared to interior partsof the State.

Cluster Approach:

During 2013-14, TNPL has adopted a cluster approach. 10 to 20adjoining potential villages were grouped together. 41 clusterswere formed as above covering 737 villages in 19 taluks of 6districts viz, Pudukkottai, Ariyalur, Sivagangai, Trichy, Karur &Namakkal districts. TNPL team monitors the plantations in theclusters right from entering, identifying potential plantation areatill harvest . Regular contacts have been established withindividual farmers by the field supervisors.

Clonal Propagation & Research Centre-CPRC:

Through CPRC – a unique state of art technique has beenintroduced in the country to produce clonal plants withminimum area for mother plants without any rooting hormones.During the year,160.36 lakh quality eucalyptus and casuarinasclones/seedlings were produced and 127.79 lakh plants weresupplied to the farmers at subsidized rate as below:

Variety Achievement in Lacs

Production Supply

EH-Clone 101.08 74.96

Casuarina -Clone 14.86 13.14

EH-Seedling 16.89 12.89

Casuarina Seedling 26.33 26.22

Other species 1.20 0.58

Total 160.36 127.79

R&D Activities in Plantation :

TNPL has established a separate Forestry Research andDevelopment unit to cater the needs of the plantationactivities. The Forestry R&D wing has undertaken treeimprovement programme such as screening of superiorgenotypes, introduction of new germplasm of variousprovenance from other countries, inter and intra specieshybridization, standardization of micro & macro propagationtechniques and conducting multi location adaptive trials. And tosub-serve the technical and scientific needs, TNPL hasestablished adequate research linkage with various researchinstitutes.

2237 acres of salt affected lands in Noyyal river basin has been taken up for reclamation as part of CSR activity.TNPL has raised eucalyptus plantation in these lands afterreclaiming the soil.

Forest Stewardship Council (FSC) certificate:

Forest certification is necessary to know the origin of rawmaterial and avoid usage of illegal wood and to confirm thatwood is produced in an environmentally and sociallysustainable way. Forest Stewardship Council (FSC) issuesForest Management (FM) and Chain of Custody (COC)certificates. FSC certificates guarantee the sourcing of woodand wood based products.

TNPL has received Forest Stewardship Council (FSC) Chain ofCustody & Controlled Wood Certificate (SW-COC-005007&SW-CW-005007) for the procurement and manufacturingprocess. The certificate is valid from 21st July 2010 to 20thJuly 2015. TNPL also received Forest Management and Chainof Custody Certificate (RA- FM/CoC-006000) for farm forestryand captive plantation. This certificate is valid from 6th July2012 to 5th July 2017. FSC certification is an independent,global and credible label for forest products.

During 2013-14, TNPL has produced and sold 13,226 MT ofFSC certified paper against 6,411 MT during the financial year2012-13 which is 106% more than the previous year.


43


Fuel Management:

TNPL uses solid fuel in the power boilers and black liquor in therecovery boiler to generate steam. Black liquor solid has nowbeen recognized as bio-mass. Power generated from the steamproduced in the recovery boiler is eligible for RenewableEnergy Certificates (RECs). TNPL is the First Company in thePaper Industry to have been awarded this benefit.

Water Management:

TNPL sources water from the river Cauvery. TNPL has installeda series of rain water harvesting structures in the factorycampus. With the implementation of various waterconservation measures, fresh water consumption has beenreduced to 42 Kl. per ton of paper- the lowest in the Industry.Continuous efforts are made to further reduce waterconsumption.

Energy Management:

TNPL has four power boilers and four turbo generators with atotal power generation capacity of 103.62 mw.

TNPL is 100% self sufficient in power. Surplus power generatedabout 7 MW is exported to TANGEDCO.

TNPL installed its first Wind Farm of 15MW capacity during1993-94 at Devarkulam and Perungudi in Tirunelveli District.Since then, TNPL has progressively increased its Wind Farmcapacity to 35.5 MW .

Wind Power is exported to the grid. A small percentage iswheeled for self consumption.

Marketing Management:

TNPL has stopped producing newsprint as it is uneconomicalto produce newsprint from virgin fibre. The Company is utilizingits resources exclusively for production of Writing & PrintingPapers.

TNPL sells its products across the country. The domestic marketis served through a wide network of dealers. The Company hasstrengthened the network by appointing more dealers .

TNPL exports its products to 35 countries around the world.During the year 2013-14 the company exported 65875 MT.

Research and Development: Research and innovation in pulp and paper sector needs tofocus on climate friendly technologies, customer requirementsand values, saving of natural resources for sustainableoperation of the mill and overall improvement on theenvironment front. TNPL is equipped to face these challengesat each stage of paper cycle viz. Forest management, pulp &paper production, paper usage, recycling natural resourcesincluding water, energy recovery & efficiency, waste andwastewater management.

Water balance and pollution load study from different wastewater streams were carried out to reduce water consumptionand increase wastewater recycling. 21 water conservationmeasures were introduced to manage the water shortageduring summer months, April-June 2013. The projects mainlyinclude reuse of pump seal and vacuum pump seal water,recycling of soda recovery plant process condensate & pulp millextraction stage filtrate, reuse of back water filler dilution andreuse cooling tower blow down water. The above measuresreduced water consumption to around 35m3 per MT of paperduring summer months and helped to sustain mill operationwithout major stoppage.

Development of new products is another important activity ofR & D. Two products namely Printfine and low cost pigmentedpaper were developed during the year. Printfine paper has beenintroduced into the market. The plant scale trial for low costpigment paper will be taken up shortly.

Paper Boards samples collected from local and internationalmarkets were assessed extensively for surface, optical, physicaland printability characteristics. The outcome of the assessmenthelped greatly to decide upon the appropriate configuration,for the new board machine. Studies on ink drying problemswere carried for various furnish at different ash levels.

Quality Control: Quality Management in TNPL is a holistic effort involvingMarketing, Production and Quality Control departments. Qualitycontrol personnel are continuously trained in modern conceptsto put them into practice. Customer feedback is given utmostimportance.

Excellence in Corporate Governance:The Institute of Company Secretaries of India(ICSI), New Delhi,conferred on TNPL, the “ICSI National Award for Excellence inCorporate Governance” for the year 2004 recognizing thecompany’s adoption of effective management practices,compliance with law, adherence to ethical standards,

26 36.5

61.12

81.12

103.62

1984 1995 2001 2007 2013

Power Generation - Capacity Mega Watt (MW)

1518

21.75

28

35.5

1994 2001 2004 2006 2007

Wind Farm- Capacity Mega Watt (MW)


44


distribution of wealth and discharge of social responsibility forthe benefit of all stakeholders.

V. RESOURCES & LIQUIDITY

The first expansion project for doubling the capacity from 90,000tpa to 1,80,000 tpa implemented during 1993-96 was fundedthrough internal generation, issue of shares and borrowed funds.The capacity expansion from 1,80,000 tpa to 2,45,000 tpa andLife Cycle Extension of Paper Machine I were carried outexclusively through internal generation.

All other projects namely Mill Development Plant, Mill ExpansionPlan, setting up a 600 tpd Cement mill under Lime Sludge andFly Ash Management, setting up a 300 tpd De-inking Plant andrevamping of steam & power system were funded throughappropriate mix of internal generation and borrowed funds. TNPLhas repaid loans on due dates.

Term loans outstanding as on 31.3.2014 is Rs. 1024.72 cr. Theworking capital loans outstanding as on 31.3.2014 is Rs. 452.67cr. The weighted average cost of term loan outstanding as on31.3.2014 is 8.87 %.

VI OUTLOOK, OPPORTUNITIES AND CHALLENGES

Newsprint

As manufacture of newsprint is uneconomical, TNPL hasstopped producing newsprint during the year. TNPL is unlikelyto produce Newsprint in the near future.

Printing & Writing Paper

Global paper consumption is expected to reach 445 milliontonnes by 2015. The growth in developed countries is expectedto be flat. The growth in the developing countries is expectedto provide for an overall growth of 1.5 to 2% per annum.Indian Paper Industry market size is estimated at 12 Milliontonnes, consisting of Printing & Writing Paper 4.2 Milliontonnes, Newsprint 2.3 Million tonnes, Industrial Paper 4.85Million tonnes and Speciality Paper 0.65 Million tonnes.

In the Printing & Writing Paper Segment, uncoated varietiesconstitute 3.52 Million tonnes and Coated varieties 0.68 Milliontonnes. Within the uncoated varieties, Creamwove Papersconstitute 50% and Surface Sized Grades account for thebalance 50%.

Between 2008 and 2011, paper production capacity increasedby about 1.50 Million tonnes, approximately 60% over thecapacity in 2007 against the demand growth of about 8% perannum. Supplies were in excess of demand during 2011 and2012. Paper prices therefore declined steeply during theseyears .

Raw materials shortage and steep increase in input costsincreased the cost of production in all mills during the year.Because of steep increase in the input costs, paper prices wereincreased gradually from December 2012 onwards. Thedemand growth in the printing and writing paper is estimatedat 6% per annum. No major capacity addition has beenannounced by mills as of now.

Packaging Boards

The packaging board market size is estimated at 2.2 milliontonnes. Grey-back Boards constitute 50% and White-backCoated Boards, Folding Box Board, Solid Bleached SulphateBoard and other speciality boards account for the balance 50%.

Opportunities and ChallengesThe demand for uncoated Printing & Writing Paper is expectedto grow 6% per annum and high-end Packaging Board at11.6% per annum. Per capita consumption of paper in India isvery low at 10 kg. Increase in per capita consumption by 1 kgwould require additional capacity of about 1.25 million tonnes.With the consistent growth in literacy rate and economy, thereis a good potential for capacity addition and fresh investmentsin the Industry. India is considered as the fastest growing papermarket in the world with a growth rate of 6% per annum.

Shortage of raw materials, steep increase in input costs , highinterest rates, are some of the major challenges for theIndustry.

VII. KEY PROJECTS IMPLEMENTED /UNDERIMPLEMENTATION :

a) Project implemented:

Installation of De-inking Pulp Plant (300 tpd)TNPL has set up a state-of-the-art Deinking Pulp line(DIP)of capacity 300 tpd. The plant was commissioned onJuly 1, 2013. The plant is in continuous operation sincethen. The commissioning of DIP line is an important milestone in the history of the company. The DIP line givestremendous flexibility in managing the raw material supplychain to meet the annual production target.

Revamping of Steam & Power System (RSPS)To revamp its Steam and Power system, TNPL has installedand commissioned a new Circulating Fluidised BedCombustion (CFBC) boiler of 125 tph steam generationcapacity replacing three old low pressure boilers of 60 tpheach. Along with the CFBC boiler, a new Turbo Generator(TG) set of 41 MW power generation capacity has also beeninstalled replacing two old TG sets of total capacity 18 MW.The project also featured installation of an Air CooledCondenser (ACC) in place of conventional water cooledcondenser, to conserve water to the tune of 1,500 M3/day.The project was commissioned in November 2013. With therevamping of steam and power system, TNPL has becomeself-sufficient in power. Surplus power about 7 MW isexported to TANGEDCO.

Installation of PCC and WGCC plants on BOO basisPrecipitated Calcium Carbonate (PCC) and Wet GroundCalcium Carbonate (WGCC) are used as fillers. TNPLentered into an agreement with M/s.Omya India Limited, afully owned subsidiary of M/s.Omya, Switzerland, to set upPCC & WGCC plant on Build, Own and Operate (BOO) basis.OMYA has commissioned the WGCC plant in January 2014and since then supplying WGCC about 100 tpd. The commissioning of PCC plant is targeted for July 2014.By sourcing PCC and WGCC from OMYA’s satellite plant,


45


the company will be able to get fillers of consistent qualityat lower cost

b) Projects under implementation:TNPL is implementing a state-of-the-art Multilayer doublecoated board plant of capacity 200,000 MT per annum, ata total capital outlay of Rs.1500 Crore. The project isfinanced through internal generation and borrowings. Thefinancial closure for the project has been achieved.

Orders have been placed for major plant and machinery likeBoard Machine, Boilers and TG. Environment Clearance forthe project has been received. Civil works have beencommenced. Action has been initiated for laying of waterline from River Cauvery for plant operations. The plant isexpected to be completed by December 2015.

VIII. RISK MANAGEMENT FRAMEWORK

TNPL has established a Risk Management Framework underwhich the risks covering the entire operation have beenidentified and categorized as high, medium and low.

All the risks are discussed periodically in the SeniorManagement Committee meetings and appropriate actions aretaken pro-actively.

The risk details and mitigation plans are also placed before theAudit Committee and the Board bi-annually.

IX. INTERNAL CONTROLS

TNPL has instituted adequate internal control procedurescommensurate with the size of its operations. TNPL has alsoprepared an ‘Internal Control Procedure Manual’ to ensure thatthe control procedures are followed by all departments. Internalcontrols are supported by internal audit and managementreviews. The Audit Committee meets periodically themanagement, external-internal auditors, Internal auditors,statutory auditors and reviews the Annual Audit plans andinternal controls. All significant observations of the Auditors areacted upon.

The Audit Committee met eight times during the financial year.The review of Management Response to Audit Observations,constitutes an important aspect of the Agenda for eachmeeting.

X. ENVIRONMENT

TNPL has declared policies on Environment, Health & Safety.The main excerpts of the above policies are as follows:

• Compliance with all relevant legislative requirements. • Reducing Pollution Load in terms of Liquid Discharge,

Air Emission and Land Contamination.• Stimulate rational use of resources through behavioral

and technological improvements.• Minimising waste and maximizing recycling/ reuse.• Creating Human Awareness in Environment, Safety and

Health.• Promoting comprehensive programs for continual

improvement of Environmental performance.

• Reduce specific energy consumption and associatedgreen house gas emission.

During January ’14, M/s TuV India Limited, a subsidiary of TuVNORD, Germany carried out Re-certification Audit of TNPL’sEnvironmental Management System (EMS) and extended thevalidity of the certificate till Feb’ 2017 .

The bio-gas generated in Bio-methanation plants is used in thelime kilns in replacement of expensive furnace oil.

21 water conservation measures were implemented duringsummer months between April 2013 and June 2013 andthereby TNPL averted loss of production due to water shortageto a very large extent.

TNPL has carried out a pilot plant study at a capital outlay ofRs.432 lakhs to explore techno-commercial feasibility of treatingbleach plant effluents with high Total Dissolved Solids (TDS)-inorganic through membrane technology to reduce the overallTDS (inorganic) in the final treated effluent discharged fromthe mill .

To create awareness among employees, stakeholders andschool children etc., TNPL celebrated “ World Environment Day”on 05/06/13.As part of greenery development, about 1.25 lakhtrees of various species are maintained in the factorypremises. Around 2.0 lakh trees are maintained in TNPLhousing colony and nearby areas.

TNPL’s treated effluent water is used for irrigation of around1700 acres of land under TNPL Treated Effluent Water LiftIrrigation Scheme (TEWLIS) and 306 acres of land underCaptive Plantation scheme.

XI. HUMAN RESOURCES DEVELOPMENT

a) KNOWLEDGE MANAGEMENT TNPL has launched a Knowledge Management portal toenable the employees to share their experience andknowledge with other employees. A knowledge forum hasbeen formed and the forum organizes professional meetingsat regular intervals for the benefit of all employees.

b) INDUSTRIAL RELATIONS• The Company maintains cordial industrial relations.• Issues concerning workmen are bilaterally discussed

and amicably resolved.• Election to elect Employees’ Representative to the Tamil

Nadu Newsprint and Papers Limited Provident FundTrust and Election to Elect Workmen’s Representativeto Canteen Managing Committee of Industrial Canteenwere conducted smoothly.

• Memorandum of Settlement was entered into with the4 Recognised Trade Unions for Payment of Bonus andEx-gratia for the Financial year 2012-2013.

• Positive work culture built over the years has enabledthe company to effectively utilize its human resources.

c) HEALTHAn Occupational Health Centre is functioning round theclock in housing colony with Five Medical Officers, FourNurses, One Dresser and Nine Attenders. Apart from this,


46


every Sunday, Specialist Doctors in Cardiology, GeneralMedicines, Ortho, Skin, Gynecology, Eye, Dental, ENT,Psychiatry, etc., visit the Occupational Health Centre.

TNPL bears the entire medical expenses for employeestowards injuries sustained while on duty and also for 7 seriousailments i.e., Heart Ailment, Cancer, Kidney Transplantation,Paralysis, Leprosy, Tuberculosis and Brain Surgery.

The Company bears 50% of the hospitalization expensesfor employees and their dependents under a SpecialMedical Assistance Scheme.

Master Health Check-up is carried out thrice in the serviceperiod of employees at the age of 40 , 50 and above 56 .Audiometry test is conducted for the employees who areexposed to high noise level areas, every year and Eye testis conducted once in 2 years.

d) TRAININGTraining is imparted to improve and update the knowledge/ skill level of employees. Senior executives are sent tomanagement programmes conducted by leadingManagement Institutes. New recruits are inducted throughwell-designed induction / orientation programmes. Youngexecutives are guided and groomed by a systematicMentoring programme.

43 in-house training programmes were conducted duringthe year on various topics by covering 2002 mandays.Besides this, over 205 mandays were covered throughexternal training programmes.

e) SAFETYTNPL has adopted a clearly defined Occupational Healthand Safety Policy. Suitable Personal Protective Equipments(PPE) are provided to all employees. Periodical TrainingPrograms are conducted on handling of hazardouschemicals, Material handling, Usage of PPEs, fire fightingetc. to improve safety awareness among the employeesincluding contract workmen. Caution boards, posters,slogans, Do's and Don'ts etc. are displayed at prominentplaces to promote safety at work places. Periodical medicalcheckups are organized for the employees to identifyoccupational health hazards. Safety Committee withrepresentatives from Management and Workmen has beenconstituted. Safety Committee meetings are conductedperiodically and suggestions given to improve safetyaspects are implemented. Accidents and incidents areinvestigated and preventive / corrective actions are taken toavoid recurrence. Mill wide Safety Audit, HAZOP study and Risk Analysis are carried out periodically throughexperts in industrial safety and the recommendations areimplemented.

Material Safety Data Sheet (MSDS) for hazardous chemicalsused in the mill are displayed at storage areas. Testing ofPressure Vessels, Lifting tackles, Safety belts, ConveyorSystems, Building Stability, Chemical stored FRP tanks etc.,are carried out as per statutory requirements throughcompetent persons. An updated On site Emergency Plan(OEP) and Off-site Emergency Plan are available to mitigateemergencies. Periodic mock drills for hazardous chemicalleakages and fire incident are conducted to ensure the

effectiveness of emergency preparedness. Toxic gas leaksensors with alarms installed at toxic gases storage andhandling areas like chlorine, sulphur di oxide etc. Smokedetectors with warning alarms installed at paper storagegodowns, Motor Control Centres (MCC), control rooms etc.The entire Mill is covered with fire hydrant points withpressurized water ring mains for fire fighting. Also differenttypes of fire extinguishers according to the nature of fireare provided at strategic points for use in the event of fire.In addition, two mobile fire tenders and one portable firepump are available to tackle fire emergency. Sinceinception, TNPL has maintained an excellent safety record.

CORPORATE SOCIAL RESPONSIBILITY

TNPL has been spending approximately 3% of the profit aftertax of the previous year for various CSR activities coveringEducation, health, Infrastructure, drinking water supply, sports,training, etc. During 2013 - 2014 TNPL has spent Rs.3.27 Cr.for CSR activities.

In the beginning of every financial year, CSR activities areplanned in consultation with elected representatives of thesurrounding panchayat areas.

On 30.12.2013, the Hon’ble Chief Minister of Tamil Naduinaugurated three CSR projects viz., Out-patient wardconstructed at Government Hospital, Velayuthampalayam,Karur District at a project cost of Rs. 25.06 lakhs, Drinkingwater supply schemes to Moorthipalayam, Nadunanaparappuand Thannasigoundanpudur villages of Karur District executedat a project cost of Rs. 83.34 lakhs and Industrial TrainingInstitute, Kagithapuram, Karur Distirct established at a cost ofRs. 4.00 Crores.

In line with the provisions of the Companies Act, 2013, TNPLhas constituted Corporate Social Responsibility Committeeconsisting of five Independent Directors.

XII AWARDS AND ACCOLADES RECEIVED DURINGTHE YEAR

The company has received “Environmental Best PracticesAward 2013” from Confederation of Indian Industry(CII).

The company has received the National Award for Excellence inCost Management 2013 (First Award under the category ofPrivate – Manufacturing : Organisation (Large)) from theInstitute of Cost Accountants of India.

Dun & Bradstreet, Mumbai, has selected TNPL as the TopIndian Company under the sector Paper for Dun & BradstreetCorporate Awards 2014.

XIII CAUTIONARY STATEMENT

The Management Discussion and Analysis Report containsforward looking statements based on the data available withthe Company, assumptions with regard to global economicconditions, government policies etc. The Company cannotguarantee the accuracy of assumptions and the projectedfuture performance of the Company. The actual results maymaterially differ from those expressed or implied in this report.


47


As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance in conformancewith the SEBI format is provided below:

A. MANDATORY REQUIREMENTS 1. Companyʼs PhilosophyTNPL’s philosophy on Corporate Governance is to achieve high levels of integrity, equity and transparency in all its operations. Thecompany believes that good Corporate Governance is essential for achieving long term goals and enhancing stakeholders’ value. TheCompany’s business objective is to manufacture and market products which create value that can be sustained over time for the benefitof customers, shareholders, employees, bankers and Government.

2. Board of Directors a. Composition and Category of Directors

As on 31.3.2014, the Board consisted of nine directors - a Chairman and Managing Director and a non-executive Directornominated by GOTN, two Executive Directors and five independent, non-executive Directors As per Clause 49 of the Listing Agreement, where the Chairman of the Board is an Executive Director, at least half of the Boardshould comprise of independent directors. The composition of the Board of Directors of TNPL complied with the provisions ofClause 49 of the Listing AgreementAs per Section 149 of the Companies Act 2013, independent director in relation to a company, means a director other than amanaging director or a whole-time director or a nominee director:-a) who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;b) (i) who is or was not a promoter of the company or its holding, subsidiary or associate company;

(ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company;c) who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their

promoters, or directors, during the two immediately preceding financial years or during the current financial year;d) none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or

associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or totalincome or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediatelypreceding financial years or during the current financial year;

e) who, neither himself nor any of his relatives—(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding,subsidiary or associate company in any of the three financial years immediately preceding the financial year in which heis proposed to be appointed;(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding thefinancial year in which he is proposed to be appointed, of—

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary orassociate company; or(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associatecompany amounting to ten per cent. or more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent. or more of the total voting power of the company; or(iv) is a Chief Executive or director, by whatever name called, of any nonprofit organisation that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associatecompany or that holds two per cent or more of the total voting power of the company; or

f) who possesses such other qualifications as may be prescribed.Tvl.V.Narayanan, N.Kumaravelu, M R Kumar, V Nagappan and Tmt Sarada Jagan are categorized as independent directors.The Independent Directors on the Board are experienced, competent and highly respected persons. They take active part inthe Board and Committee meetings. Necessary disclosures have been made by the Directors as required by SEBI.

Boardʼs functioning and ProcedureThe Board plays a pivotal role in ensuring good governance. The Board’s role, functions, responsibility and accountability areclearly defined. In addition to its primary role of setting corporate goals and monitoring corporate performance, it directs andguides the activities of the Management towards creating long term sustainable growth that benefits all stakeholders. The Board also sets standards of behaviour and ethical conduct for all the employees.It also ensures strict compliance with the law and all regulations by the Company.

ANNEXURE - IVREPORT ON CORPORATE GOVERNANCE


48


b. Attendance of each Director at the Board of Directorsʼ Meetings held during 2013-2014, the last AGM and numberof other company boards or board/committees in which each of the directors of the company is a member orchairperson are as follows:

Name of Director Category No. of Board Whether Directorships held in Committeemeetings attended other companies Memberships held in

last AGM other companies

Held Attended Director Chairman Member Chairman

Tvl.

C V Sankar IAS Chairman and Managing Director (Full Additional charge w.e.f. 25.10.2013) Executive 4 4 - 11 6 - -

N S Palaniappan IASChairman and Managing Director (Between 13.12.2012 and 25.10.2013) Executive 4 3 Not Attended 10 5 - -

A VelliangiriDeputy Managing Director Executive 8 8 Attended - - - -

R Mani Director(Operations) Executive 8 8 Attended - - - -

S Krishnan IAS(Between 15.9.2011 Non-and 8.8.2013) Executive 2 2 - 10 - - -

T Udhayachandran IAS Non-Executive 6 5 Not Attended 7 - 3 -

Mahesan Kasirajan IAS(Between 6.11.2012 Non-and 28.3.2014) Executive 7 4 Attended 1 1 - -

V Narayanan Independent Non- Executive 8 8 Attended 1 - 1 -

N Kumaravelu Independent Non- Executive 8 7 Attended 2 - - -

M R Kumar Independent Non- Executive 8 5 Attended - - - -

V Nagappan Independent Non- Executive 7 7 Attended 1 - - 1

Tmt Sarada Jagan Independent Non- Executive 6 5 Attended - - - -


49


c. Number of Board Meetings held and the dates on which held:

Eight Board Meetings were held during the year 2013-2014 as against the minimum requirement of four meetings. The meetingswere held on the following dates:

9.4.2013, 27.5.2013, 8.8.2013, 19.9.2013, 12.11.2013, 10.1.2014, 7.2.2014, 28.3.2014

d. Information placed before the Board of Directors

The Board has complete access to all information relating to the company. The following information is regularly provided to the Board:

1. Minutes of the meetings of the Board, the Audit Committee and Investors’ Grievances Committee 2. Quarterly, half yearly and annual financial results of the company and its business segments 3. Perspective Plan for the future of the company 4. Annual operating plans and updates 5. Capital budgets and any updates 6. Cost Audit report / Secretarial audit report 7. Appointment of statutory auditor, secretarial auditor, cost auditor and internal auditor8. Materially important show cause, demand, prosecution and penalty notices9. Legal compliance report and certificate10. Review of foreign exchange exposures and exchange rate movement, if material11. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems, if any12. Any material default in financial obligations to and by the company or substantial non-recoveries against sale, if any13. Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order

which may have passed strictures on the conduct of the company or taken an adverse view regarding another enterprisethat can have negative implications on the company, if any

14. Significant labour problems and their proposed solutions. Any significant development in human resources / industrial relationsfront like signing of wage agreement, implementation of voluntary retirement scheme etc.

15. Non-compliance of any regulatory, statutory nature or listing requirements and shareholders’ service such as non-paymentof dividend, delay in share transfer etc.

16. Issues relating to shareholders such as ratification of transfers, demat status, pending grievances, issue of duplicate sharecertificates etc.

17. Contracts in which Director(s) are deemed to be interested 18. Details of investment of surplus funds available with the company19. General disclosure of interest

e. Board material distributed in advance

Agenda papers are circulated to the directors, in advance, in the prescribed agenda format. All material information is incorporatedin the agenda papers for facilitating meaningful, informed and focused discussions at the meeting. Where it is not practicable toattach any document to the agenda, the same is placed on the table at the meeting with specific reference to this effect in theagenda.

With the permission of Chairman, in special and exceptional circumstances ,additional or supplementary item(s) on the agendaare permitted.

Sensitive subject matters may be discussed at the meeting without written material being circulated in advance of the meeting.

In case of business exigencies or urgency of matters , resolutions are passed by circulation and the same is placed before theBoard in the next meeting.

The meetings are usually held at the company’s Registered Office at 67 Mount Road, Guindy, Chennai 600 032

f. Recording minutes of proceedings at Board Meeting

The Company Secretary records the minutes of the proceedings of each Board and Committee meeting. The minutes of theproceedings of a meeting are entered in the minutes book within thirty days from the conclusion of the meeting and signed bythe Chairman of the Board or Audit Committee .

g. Post Meeting Follow-up Mechanism

The current status of follow up action on the decisions taken is reported to the Board and the Committees thereof in every meeting.


50


h. Compliance

The Company Secretary is responsible for and is required to ensure adherence to all the applicable laws and regulations includingthe Companies Act, 2013 read with the rules issued thereunder and to the extent feasible , the Secretarial Standards recommendedby the Institute of Company Secretaries of India, New Delhi.

All the items on the Agenda are accompanied by notes giving comprehensive information on the related subject and in certainmatters such as financial/business plans, financial results, detailed presentations are made. The agenda and the relevant notesare sent in advance separately to each Director to enable the Board to take informed decisions.

Particulars of Directors being appointed at the Annual General Meeting and Directors retiring by rotation and seeking reappointmenthave been given in the Notice convening the 34th Annual General Meeting along with the Explanatory Statement.

3. Audit Committee (Statutory)

a. Terms of reference

The terms of reference of this Committee are wide enough to cover the matters specified for Audit Committee under Clause49 II(D) of the Listing Agreements as well as in Sec.292A of Companies Act 1956 and are as follows:

1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that thefinancial statement is correct, sufficient and credible

2. Recommending to the Board the appointment, reappointment and if required, the replacement or removal of the statutoryauditors and fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing with the management, the annual financial statements before submission to the Board for approval, with particularreference to :

a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in termsof clause (2AA) of section 217 of the Companies Act, 1956

b. Changes, if any, in accounting policies and practices and reasons for the samec. Major accounting entries involving estimates based on the exercise of judgment by management d. Significant adjustments made in the financial statements arising out of audit findings e. Companies with listing and other legal requirements relating to financial statements f. Disclosure of any related party transactionsg. Qualifications in the draft audit report

5.Reviewing, with the management, the quarterly financial statements before submission to the board for approval

6.Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

7.Reviewing the adequacy of internal audit functions, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit

8.Discussions with internal auditors any significant finding and follow-up thereon

9.Reviewing the findings of any internal investigations by the internal auditors into matter where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board

10.Discussions with statutory auditors before the audit commences, nature and scope of audit as well as have post-audit discussion to ascertain any area of concern

11.To look into the reasons for substantial default in the payment to depositors, debentureholders, shareholders (in case ofnon-payment of declared dividend) and creditors

12.Reviewing the company’s financial and risk management policies

13.The audit committee should have discussions with the auditors periodically about the internal control systems, the scopeof audit including the observations of the auditors and review the half yearly and annual financial statements beforesubmission to the board and also ensure compliance of internal control systems.

14.The Audit Committee shall have authority to investigate into any matter in relation to the items specified in this section orreferred to it by the Board and for this purpose, shall have full access to information contained in the records of thecompany and external professional advice, if necessary.

15.To review internal audit programme , to ensure co-ordination between the internal and statutory auditors , to ensure theinternal audit function is adequately resourced and has appropriate standing within the company and to request internalaudit to undertake specific audit projects, having informed management of their intentions.

16.Review of Cost Audit Report


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17.Reviewing any other areas which may be specified as role of the audit committee under amendments, if any, from time totime, to the Listing Agreement, Companies Act and other statutes.

18.Considering such other matters as may be required by the Board.19.To review periodically statutory compliances of various laws, regulatory changes, if any.20 Periodically review pending legal cases.The Audit Committee mandatorily reviews the following information :

1. Management discussion and analysis of financial condition and results of operations;2. Statement of significant related party transactions (as defined by the audit committee), submitted by management;3. Management letters / letters of internal control weaknesses issued by the statutory auditors;4. Internal audit reports relating to internal control weaknesses; and 5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the

Audit CommitteeThe recommendations of the Audit Committee on any matter relating to financial management, including the audit report, shall bebinding on the Board.

There are no instances of Board not accepting the recommendations of the Audit Committee during the year.

b. Composition, name of members and Chairperson

In TNPL, the Audit Committee was established even before the introduction of the Corporate Governance code(Cl.49 (II A) ).Currently, the following five non-executive Directors are the members in the Audit Committee:

Thiru V Narayanan, Chairman of the CommitteeThiru N Kumaravelu, MemberThiru M R Kumar, MemberThiru V Nagappan, MemberTmt Sarada Jagan, Member

The CMD, Dy.Managing Director, Director(Operations), Senior Management Executives, Statutory Auditors, External InternalAuditors and Cost Auditors are invited to attend the Audit Committee meetings.

c. Meetings and attendance during the year (Cl. 49( II B))

Director No. of Meetings AttendedHeld

Tvl.V Narayanan 8 8N Kumaravelu 8 7M R Kumar 8 5V Nagappan 5 5Tmt Sarada Jagan 5 4

The Audit Committee met 8 times during 2013-14 as against the minimum requirement of 4 meetings. The dates on whichthe meetings were held are given below:

9.4.2013, 27.5.2013, 8.8.2013, 19.9.2013, 12.11.2013, 10.1.2014, 7.2.2014, 28.3.2014

4. Stakeholders` Relationship Committee (Statutory)

a. Stakeholders` Relationship Committee

Shareholders’ complaints/grievances are redressed by the Registrar and Transfer Agent, namely M/s.Cameo Corporate ServicesLimited. The Board also constituted Shareholders’/Investors’ Grievances Committee in August 2001. As per section 178(5) ofthe Companies Act 2013, the company has to constitute a Stakeholders Relationship Committee. As the company is alreadyhaving an Investors Grievances Committee to look into the redressing of Stakeholders and Investors grievances, in compliancewith the above section, the Investors Grievances Committee has been renamed as STAKEHOLDERS`RELATIONSHIPCOMMITTEE.

The following three non-executive directors are the members in the Stakeholders` Relationship Committee as on 31.3.2014 1. Thiru V Narayanan Chairman of the Committee2. Thiru N Kumaravelu Member3. Thiru M R Kumar Member


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The Stakeholders Relationship Committee met on 27th May 2013 and 12th November 2013 and reviewed the grievances /complaints received and the action taken on the grievances / complaints.

Terms of reference:

The functioning and broad terms of reference of the Investors’ Grievances Committee as adopted by the Board are as under:

a. To monitor work related to:

• transfer and/or transmission of equity shares of the company• dematerialisation / rematerialisation of the shares of the company• sub-division, consolidation and /or replacement of any share certificate(s) of the company

b. Approval of issue of duplicate share certificates against the original share certificatesc. To look into the redressing of shareholders and investors complaints like Transfer of shares, non-receipt of balance sheet, non-

receipt of declared dividend, review of dematerialisation, rematerialisation, shareholding pattern, distribution schedules etc.d To do all other acts or deeds as may be necessary or incidental theretoe. The Committee also reviews the performance of the company’s RTA and their system of dealing with and responding to

correspondence from all categories of shareholders. The manner and timeliness of dealing with complaint letters received fromStock Exchanges/SEBI/Ministry of Corporate Affairs etc. and the responses thereto are reviewed by this Committee.

The main object of the Committee is to strengthen investor relations.

The Company Secretary, being the Compliance Officer, is entrusted with the responsibility, to specifically, look into the redressal ofthe shareholders and investors complaints and report the same to the Investors’ Grievances Committee.

The number of complaints received and resolved to the satisfaction of investors during the year under review and their break-up areas under:

Type of Complaints Number of complaints

Non-receipt of Annual Reports 2

Non-receipt of Dividend Warrants 8

Non-receipt of Share Certificates -

Total 10

Complaints Status:1.4.2013 to 31.3.2014 Nature of complaints (Received and Resolved) Q1 Q2 Q3 Q4 Total

Securities and Exchange Board of India 3 2 2 - 7

Stock Exchanges - - - - -

Shareholders 1 - 1 1 3

Total 4 2 3 1 10

Given below is the trend of share related complaints during last eight years. There is a steady decline in the numberindicating an improvement in efficiency within the Share Department

There are no complaints remaining unresolved as at the beginning and end of the year.

SHARE RELATED COMPLAINTS

85

41 40 3931

21

10

20

0

10

20

30

40

50

60

70

80

90

2007 2008 2009 2010 2011 2012 2013 2014

Year

No

. o

f C

om

pla

ints


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b. Share Transfer Committee

To expedite the process of share transfers, share transmission, remat etc., the Board has delegated the powers of sharetransfers to a Committee comprising of CMD/MD, DMD and General Manager (Corporate Finance). The Share TransferCommittee attends to the share transfer formalities thrice a month. The business transacted at the Share Transfer committeemeetings is placed before the Board regularly.

All valid share transfers during the year ended 31.3.14 have been acted upon. No share transfer was pending as on 31.3.14.

5. Corporate Social Responsibility Committee (Statutory)

Section 135(1) of the Companies Act 2013 mandates every company having net worth of Rs.500 cr. or more or turnover ofRs.1000 cr. or more or a net profit of Rs.5 cr. or more during any financial year to constitute a Corporate Social ResponsibilityCommittee of the Board consisting of three or more directors, out of which at least one director shall be an independentdirector.

The company had formulated CSR Policy guidelines in 2011. While formulating the CSR Policy Guidelines, it was decided tospend approximately 3% of the profit after tax in the previous year for CSR activities. Currently, the amount is allocatedbroadly as follows:

1. Education - 20% 2. Health - 10% 3. Infrastructure - 25% 4. Economic development - 20%5. Environment - 20%6. Culture & Heritage - 5%

To comply with Section 135(1) of the Companies Act 2013 , the company has constituted the Corporate Social ResponsibilityCommittee with the following Independent Directors as members of the Committee with effect from 1.4.2014:

1. Thiru V Narayanan Chairman of the Committee2. Thiru N Kumaravelu Member3. Thiru M R Kumar Member4. Thiru V Nagappan Member5. Tmt.Sarada Jagan Member

The CSR Committee shall recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by thecompany as specified in Schedule VII, recommend the amount of expenditure to be incurred on the activities referred to inSchedule VII and monitor the CSR Policy of the company from time to time

The following activities are considered as CSR activities under Schedule VII of the Act :

I. Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safedrinking water;

II. Promoting education, including special education and employment enhancing vocation skills especially among children,women, elderly and the differently abled and livelihood enhancement projects;

III. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old agehomes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by sociallyand economically backward groups;

IV. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry,conservation of natural resources and maintaining quality of soil, air and water;

V. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and worksof art; setting up public libraries; promotion and development of traditional arts and handicrafts;

VI. Measures for the benefit of armed forces veterans, war widows and their dependents;

VII.Training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports;

VIII.Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled tribes, other backward classes,minorities and women;

IX. Contributions or funds provided to technology incubators located within academic institutions which are approved by theCentral Government;

X. Rural development projects;

The Board, after taking into account the recommendations made by the CSR Committee, shall approve the CSR Policy for thecompany and disclose contents of such policy in its report and also place it on the company’s website.

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6. Remuneration Committee

The company will be forming a Nomination and Remuneration Committee as mandated under Sec.178(1) of the CompaniesAct 2013.

a. Remuneration Policy

Thiru C V Sankar IAS was appointed as Chairman and Managing Director (full additional charge) by the Government on25.10.2013. He is being paid remuneration in accordance with the Govt. rules as applicable to his cadre.

Thiru N S Palaniappan IAS was appointed as Chairman and Managing Director by the Government on 13.12.2012 and wasrelieved on 25.10.2013 He was paid remuneration in accordance with the Govt. rules as applicable to his cadre.

Thiru A Velliangiri, Dy.Managing Director’s service has been extended for two years from 19.12.2013. Thiru A Velliangiri, asDy.Managing Director is drawing remuneration as per the Contractual Appointment order dt.4.12.2013, details of which werecirculated to all the shareholders vide Notice dt.29.11.2013 under Sec.302 of the Companies Act, 1956.

Thiru R Mani, Director (Operations) service has been extended for a further period of one year from 27.2.2014 and is drawingremuneration as per the Contractual Appointment order dt.19.3.2014, details of which were circulated to all the shareholdersvide Notice dt.17.3.2014 under Sec.302 of the Companies Act, 1956.

No remuneration except sitting fees for attending the Board/Committee Meetings is paid to other Directors.

b. Details of remuneration for the year ended 31.3.2014Executive Directors (Rs. in lakh)

Name & Position Pay & Reimbursement Perquisites Total RetirementAllowances of medical Benefits

expenses

Tvl

N S Palaniappan 2.82 0.73 - 3.55 As per Govt. rulesIAS, CMD(fac) applicable to his(ceased to be director cadrew.e.f. 25.10.2013)

A Velliangiri 24.65 0.91 3.57 29.13 -Dy.Managing Director

R Mani 16.26 1.15 3.27 20.68 -Director(Operations)

Total 43.73 2.79 6.84 53.36 -

Non-Executive Directors

Remuneration by way of sitting fees for attending Board/ Board Committee Meetings are paid only to non-executive Directors.Sitting fees paid to non-executive Directors during the financial year are given below:

Name of the Director Sitting Fees paid

(Rs.)

Board Audit Investors Grievances

Tvl.

S Krishnan IAS 30000 --*

Mahesan Kasirajan IAS 60000* --

T Udhayachandran IAS 75000* --

V Narayanan 120000 120000 30000

N Kumaravelu 105000 105000 30000

M R Kumar 75000 75000 30000

V Nagappan 105000 75000 -

Tmt Sarada Jagan 75000 60000 -

Total 645000 435000 90000

* remitted to Govt. of Tamil Nadu

Independent Directors were paid sitting fees of Rs.15000/- per meeting.

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The company has also taken Director’s and Officer’s (D&O) liability insurance to protect its directors’ personal liability for financial lossesthat may arise out of any unintentional wrongful acts.

Shareholdings of Directors

No Director is holding any shares in the company except Thiru R Mani,Director(Operations) (200 shares), Thiru. V Nagappan (1 share).

7. General Body Meetings

a. Last three Annual General Meetings were held as below:

Year Location Date Time Special Resolution passed In the AGM by shareholders

2010-11 Music Academy 15.9.2011 10.30 AM No Chennai 14

2011-12 -do- 21.9.2012 10.25 AM No

2012-13 -do- 19.9.2013 10.30 AM No

Postal Ballot

Two special resolutions were put through postal ballot last year . One was for incorporating Sub-clauses 13 & 14 in Clause III of theObjects clause of Memorandum of Association in September 2013 and the other was for increasing the borrowing powers of the Boardduring November 2013.

Details of voting pattern of the postal ballots are as follows:

Special Resolution 1: (for incorporating Sub-clauses 13 & 14 in Clause III of the Objects clause)

Particulars No. of Postal No. of Votes %Ballot Forms

Total Postal Ballot Forms received 1572 44394996 -

Less:- Rejected Postal Ballot Forms 31 119874 -

Net Valid Postal Ballot Forms 1541 44275122 100%

Postal Ballot Forms with Assent **1525 44273672 99.99%for the Resolution

Postal Ballot Forms with Dissent 18 1450 0.01%for the Resolution

** Two shareholders have cast their votes for both assent & dissent and therefore not considered for counting

The special resolution was carried with requisite majority

Special Resolution 2: (for increasing the borrowing powers of the Board)

Particulars No. of Postal No. of Votes %Ballot Forms

Total Postal Ballot Forms received 1174 46614020 -

Less:- Rejected Postal Ballot Forms 16 23935 -

Net Valid Postal Ballot Forms 1158 46590085 -

Postal Ballot Forms with Assent 1112 46577219 99.97%for the Resolution

Postal Ballot Forms with Dissent 46 12866 0.03%for the Resolution

The special resolution was carried with requisite majority.


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The procedure for postal ballot is set out below:

• The Board of directors shall appoint a designated person (Scrutiniser) to conduct, supervise and control the exercise ofpostal ballot. The person may be the Company Secretary, a retired judge or any person of repute who, in the opinion ofthe Board, can conduct the voting process in a fair and transparent manner.

• All communications in this regard shall be made by and addressed directly to the said designated person.

• A notice containing a draft of the resolution and the necessary explanatory statement shall be sent to all membersentitled to vote requesting them to send their assent or dissent within a period of thirty days from the date of postingof the letter.

• The notice shall include a pre-paid postage envelope for facilitating the communication of the assent or the dissent ofthe shareholders to the resolutions within the said period.

• The envelope by post will be received directly by the post office through Post Box No., which will be obtained by thedesignated person in advance and will be indicated on each pre-paid envelope to be used by the members for sendingthe resolution.

• The designated person shall ascertain the will of the shareholders based on the response received and the resolutionshall be deemed to have been duly passed, if approved by members not less in number, as prescribed by law.

• The designated person shall thereafter give a report to the Chairman/MD and on the basis of such report, theChairman/MD shall declare the results of the poll.

E-voting System

SEBI, vide its circular dated 13.7.2012, has amended the equity listing agreement with regard to e-voting by shareholders of listedcompanies. As per the circular, e-voting has been made mandatory for all listed companies beginning with the top 500 companies atBSE and NSE based on the market capitalization computed as on the date of the circular. Accordingly the company followed thesystem of e-voting for both the postal ballots as above

Circular Resolution

Recourse to circular resolution is made in exceptional and emergent cases that are recorded at the succeeding Board/ CommitteeMeetings. During the year, three circular resolutions were passed which were recorded at the subsequent Board meetings.

Secretarial Compliance Report

a. As a measure of good corporate governance practice, though not legally required, a Secretarial Audit on the compliance ofcorporate laws and SEBI regulations was conducted by M/s.R Sridharan & Associates, Practicing Company Secretaries for thefinancial year ended 31st March 2014.

b. Secretarial Audit ReportsAs stipulated by SEBI, a qualified Company Secretary has carried out the Reconciliation of Share Capital audit to reconcilethe total admitted capital with National Securities Depository Limited and Central Depository Services(India) Limited and thetotal issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchangesand is also placed before the Board of Directors. The Audit inter alia ,confirms that the total listed and paid up capital of thecompany is in agreement with the aggregate of the total number of shares in dematerialized form (held by NSDL and CDSL)and total number of shares in physical form.

Quarterly Secretarial Audit Reports on reconciliation of the total admitted capital with NSDL/CDSL and the total issued and listedcapital were furnished to the Stock Exchanges on the following dates:

For the quarter ended Furnished on

30th June 2013 5th July 2013

30th September 2013 4th October 2013

31st December 2013 6th January 2014

31st March 2014 3rd April 2014

Secretarial Standards

The Institute of Company Secretaries of India (ICSI) is one of the premier professional bodies in India. ICSI has issued SecretarialStandards on important aspects like Board meetings, General Meetings, payment of Dividend, Maintenance of Registers and Records,minutes of meetings and transmission of shares and debentures, passing of resolutions by circulation, affixing of Common Seal,Forfeiture of shares and Board’s Report.


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Role of Company Secretary in overall governance process

The Company Secretary plays a key role in ensuring that the Board procedures are followed and regularly reviewed. The Company

Secretary ensures that all relevant information, details and documents are made available to the directors and senior management

for effective decision making at the meetings. The Company Secretary is primarily responsible to ensure compliance with applicable

statutory requirements and is the interface between the management and regulatory authorities for governance matters. All the

Directors of the Company have access to the advice and services of the Company Secretary.

Quarterly Compliance Report

The Company has submitted for each of the 4 quarters during 2013-14 the Compliance Report on Corporate Governance to stock

exchanges in the prescribed format within 15 days from the close of the quarter.

8. Disclosures –CI.49(iv)

a. There are no significant Related Party Transactions during the year of material nature, with its promoters, the directors or the

management or their subsidiaries or relatives etc. potentially conflicting with company’s interest at large . Related Party

transactions are disclosed in the notes to Accounts forming part of this Annual Report.

b. As per Clause 49(V) of the Listing Agreement, the Chief Executive Officer i.e.Chairman and Managing Director and the Chief

Financial Officer i.e.Deputy Managing Director certified to the Board on their review of financial statements and cash flow

statements for the financial year ended 31st March 2014 in the form prescribed by Clause 49 of the Listing Agreement which

is annexed.

c. There were no instances of non-compliance on any matter relating to the capital market during the last three years.

d. The company has complied with all Mandatory requirements of the Clause 49 of the Listing Agreement. As regards the non-

Mandatory requirements, the extent of compliance has been stated in Part B of this report.

e. Details of information on appointment of new/re-appointment of directors:

A brief resume, nature of expertise in specific functional areas, names of companies in which the person already holds

directorship and membership of committees of the Board forms part of the Notice convening the 34th Annual General Meeting.

f. Presently, the company does not have whistle blower policy.

Code of Conduct-CL.49(ID)

The company adheres to the highest standards of business ethics, compliance with statutory and legal requirements and commitment

to transparency in business dealings. The Board of Directors has framed Code of Conduct for Board Members and Senior Management.

The code of conduct has been communicated to the Directors and the Members of the Senior Management.

The Code of Conduct for Board Members and Senior Management and a Code of Conduct for prevention of Insider Trading adopted

pursuant to Cl.49(D) of the listing Agreement and SEBI(Prohibition of Insider Trading)Regulations, 1992(as amended) respectively

has been detailed below:

The code is applicable to all Directors and specified Senior Management Executives. The code impresses upon Directors and Senior

Management Executives to uphold the interest of the company and its stakeholders and to endeavour to fulfil all the fiduciary

obligations towards them. Another important principle on which the code is based is that the Directors and Senior Management

Executives shall act in accordance with the highest standard of honesty, integrity, fairness and ethical conduct and shall exercise

utmost good faith, due care and integrity in performing their duties. The code has been posted on the website of the company

www.tnpl.com

Affirmation of compliance of Code of Conduct for the financial year 2013-14 has been received from the Directors and Senior

Management personnel of the company.


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9. Means of Communication

a. Half-yearly report sent to each household of shareholders : No *b. Quarterly results :

Newspapers published in : Financial ExpressBusiness StandardDhinathanthi

Website where displayed www.tnpl.co.inc. Whether the website also displays official news releases : Yes

and presentations to the media, analysts, institutional investors etc. ?d. Audited financial results : Financial Express

(Newspapers published in) Business StandardDhinathanthi

e. Whether MD&A (Management Discussion & Analysis) is a part of : YesAnnual Report?

* As the results are published in newspapers having wide circulation and also displayed on the company’s website, half yearlyresults are not sent separately to shareholders individually.The company also informs by way of intimation to the Stock Exchanges all price sensitive matters and such other matterswhich in its opinion are material and of relevance to the shareholders and subsequently issues a Press Release on the saidmatters.

f. Presentation to analysts: The company’s shares are listed on both Bombay Stock Exchange Limited and National StockExchange of India Limited. The presentations broadly cover operations, financials and industry outlook.

g. Annual Report: Annual Report containing, inter alia, audited Annual Accounts, Directors’ Report, Auditors’ Report and otherimportant information is sent to Members and others entitled thereto. The Management Discussion and Analysis (MD&A)Report forms part of the Annual Report. The Annual Report is also available on the Company’s website.

h. Chairman’s communiqué: Printed copy of the Chairman’s speech is distributed to all the shareholders at the Annual GeneralMeeting.

i. NSE Electronic Application Processing System(NEAPS): The company also files information through NEAPS – a web basedapplication provided by NSE which facilitates online filing of Corporate Governance Report and the shareholding pattern bycompanies.

j. Extensive Business Reporting Language(XBRL): XBRL is a language for electronic communication of business and financial data.It offers major benefits to all those who have to create, transmit, use or analyse such information which aids better analysisand decision making. Ministry of Corporate Affairs (MCA) vide its circular No.37/2011 dated 7th June 2011 had mandatedcertain companies to file their Annual Accounts via this mode. The company has filed its Annual Accounts on MCA through XBRL.

k. Ministry of Corporate Affairs: The company has periodically filed all the necessary documents with the MCA.l. SEBI Complaints Redressal System(SCORES): A centralized web based complaints redressal system which serves as a

centralized database of all complaints received, enables uploading of Action Taken Reports(ATRs) by the concerned companiesand online viewing by the investors of action taken on the complaint and its current status.

10. Risk Management

The company has a risk management policy and a supporting frame work which facilitates the identification and assessment ofnew risks and review of existing risks. The process is based on identified risks and the risk events or factors which require regularassessment and quick response. Based on the probability and impact of the risk, the requisite controls and action plans aredesigned.

The objective of risk management in the company is to act as enabler in maintaining its knowledge edge, sustaining and expandingthe business and ensuring execution of projects within budgeted cost and time resulting in improved turnover and profitability.Risks, their root causes, controls and action plans are prepared by process owners and updated regularly.

The status of risk management policy is presented to Audit Committee on periodical basis which are reviewed by Board of Directorsalso. Based on periodic reviews and implementations of recommendations resulting from review process, the risk managementprocess is continuously being improved and strengthened.

The communication is being sent regularly, across the organization to spread awareness on risks, root causes and action plansthrough in-house risk management awareness programs, external trainings & seminars, etc.

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The management is committed to further strengthen its risk management capabilities in order to protect and enhance shareholdervalue by improving its business performance. Continuous efforts in creating new opportunities, improving competencies/knowledgein various areas leading to improved performance and leveraging existing knowledge resources, in line with the risk appetite ofthe company, has enabled the company to protect the interests of shareholders.

11) SHAREHOLDERSʼ INFORMATION

1. 34th Annual General Meeting

Day, Date and Time Monday, 15th September 2014 at 10.15 AM

Venue The Music Academy, 168, T.T.K.Road, Chennai-600 014.

2. Financial Year Calendar The Company follows the period of 1st April to 31st March, as the(2014-2015) (Tentative) Financial Year. For the Financial year 2014 -2015, Financial

Results will be announced as per the following tentative schedule.

1st quarter ending June 30, 2014 Second week of August 2014

2nd quarter ending September 30, 2014 Second week of November 2014

3rd quarter ending December 31, 2014 Second week of February 2015

4th quarter ending March 31, 2015 Fourth week of May 2015

3. Book closure date 5.9.2014 to15.9.2014 (both days inclusive) on account of AGM and Dividend.

4. (a) Dividend payment date : 16.9.2014 onwards.

(b) Dividend Policy :

Dividends, other than Interim dividend(s), are to be declared at the Annual General Meetings of Shareholders based on therecommendation of the Board of Directors. Generally, the factors that may be considered by the Board of Directors beforemaking any recommendations for dividend include, without limitation, the Company’s future expansion plans and capitalrequirements, profits earned during the fiscal year, cost of raising funds from alternate sources, liquidity position, applicabletaxes including tax on dividend, as well as exemptions under tax laws available to various categories of investors from timeto time and general market conditions. The Board of Directors may also from time to time pay interim dividend(s) toShareholders.

5. Debt Instruments:

Non-convertible debentures issued by the company on private placement basis are listed at Bombay Stock Exchange.

ISIN No.

i) Series I - INE107A07012 – 100 crores

ii) Series II - INE107A07020 – 50 crores

6. Listing of Equity Shares on

(a) Stock Exchanges at :

(1) National Stock Exchange of (2) Bombay Stock Exchange Limited India Limited, Listing Department Plot No.C/1, G Block Phiroze Jeejeebhoy TowersBandra-Kurla Complex 25th FloorBandra (E) Dalal Street Mumbai - 400 051 Mumbai 400 001

(b) Depositories at :

(1) National Securities Depository Ltd. (2) Central Depository Services (India) LimitedTrade World, 4th Floor, ’A’ Wing 16-17th Floor, Phiroze Jeejeebhoy TowersKamala Mills Compound Dalal StreetSenapati Bapat Marg Mumbai – 400 001.Lower Parel, Mumbai – 400 013.

(c) Debenture Trustee :

Vijaya BankMerchant Banking Division H.O. 41/2 M.G. RoadTrinity CircleBangalore – 560 001


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61

• Listing fee for Equity shares and Debt Securities for the year 2014 -2015 have been paid to the above Stock Exchanges. ForNSE, Listing fee has been paid through “NEAPS” (NSE Electronic Application Processing System).

• The annual custodial fees for the Financial Year 2014-15 have been paid to National Securities Depository Ltd.(NSDL) andCentral Depository Services (India) Ltd. (CDSL)

7. Stock Code / Symbol

1. BSE 531426

2. NSE “TNPL EQ”

3. International Securities Identification No. INE 107A01015

4. Corporate Identity Number (CIN) allotted by The Ministry of Corporate Affairs L22121TN1979PLC007799

8(a).Market Price Data (In Rs.)

Month/Year Bombay Stock Exchange(BSE) National Stock Exchange (NSE)

High Price Low Price Volume High Price Low Price Volume

April 2013 99.00 92.55 76638 100.00 92.65 253543

May 2013 105.75 93.15 254646 106.90 94.90 1104560

June 2013 102.50 94.65 168637 102.85 94.65 350345

July 2013 101.90 88.30 121814 101.35 88.00 1020736

August 2013 93.00 86.00 163621 93.40 85.90 1105468

September 2013 92.95 85.50 407082 92.20 85.50 1204190

October 2013 102.00 89.25 802648 101.20 89.15 731893

November 2013 115.95 102.65 305870 116.20 102.50 1264936

December 2013 123.80 110.10 385751 123.95 112.00 1362099

January 2014 143.70 119.10 735942 144.95 118.05 2589310

February 2014 127.00 118.10 176139 127.00 115.10 1580976

March 2014 130.05 120.00 167092 130.40 120.00 1112753

8(b).Market Capitalisation (Rs.)

Market Capitalisation BSE NSE

As on March 31, 2013 661,65,33,360 657,84,67,530

As on March 31, 2014 887,62,59,450 887,97,19,980

9. Share price performance in comparison to broad based indices – BSE Sensex and NSE Nifty :

For the years April 2012 to March 2014 :

BSE SENSEX NSE NIFTY

% CHANGE % CHANGE TNPL % CHANGE % CHANGE TNPL

YEAR IN TNPL IN REACTIVE IN TNPL IN NIFTY REACTIVE

SHARE SENSEX TO SENSEX SHARE TO NIFTY

PRICE PRICE

2012-2013 (-) 0.83 % (+) 8.23 % (-) 9.06 % (-) 0.99 % (+) 7.31 % (-) 8.30 %

2013-2014 (+) 34.15 % (+) 18.85 % (+) 15.3 % (+) 34.98 % (+) 17.98 % (+) 17.00 %

2012-2014 (+) 33.04 % (+) 28.63 % (+) 4.41 % (+) 33.65% (+) 26.60 % (+) 7.05%



SENSEX and TNPL share prices are based on month end closing rates.

NIFTY and TNPL share prices are based on month end closing rates.

10. Registrar and Transfer Agent : Securities Exchange Board of India (SEBI) has mandated, vide Circular No.D&CC/FITTC/CIR-15/2002 dated December 27, 2002 that all Share Registrywork relating to both physical shares and shares held in electronic modemust be maintained at a single point, either in-house or by a SEBI registeredRegistrar and Transfer Agent.

The Company has already enlisted the services of M/s Cameo CorporateServices Ltd., Chennai to act as Registrar and Transfer Agents to handle allinvestor services relating to shares held in physical form as well as inelectronic mode. Their address is given below :

M/s Cameo Corporate Services Ltd.V Floor, “Subramanian Building”No.1 Club House RoadChennai – 600 002 Tel.No.044-28460390 - 28460395 Fax No.044-28460129 E-mail ID : [email protected]

11. Share Transfer System : The shares of the Company, being in the compulsory demat list arei) Share Transfers transferable through the depository system. Shares in physical form are

processed and the share Certificates are generally returned within a periodof 15 days from the date of receipt. All transfers/transmissions/remats received are processed and approved bythe Share Transfer Committee which normally meets thrice in a month.Shares under objection are returned within two weeks.

ii) Nomination facility for shareholding : As per the provisions of the amended Companies Act 2013, facility for makingnomination is available for shareholders in respect of shares held by them.Nomination forms can be obtained from the share transfer agent.

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iii) Payment of dividend through : As per RBI notification, with effect from 1st October 2009, the remittance of National Electronic Clearing Services (NECS) dividend through Electronic Clearing Service (ECS) is replaced by National

Electronic Clearing Services (NECS).Shareholders were requested by the company vide Circular dated 5th March,2010, to intimate their folio No(s), Name and Branch of the Bank in whichthey wish to receive the dividend, the Bank Account type, Bank AccountNumber allotted by their banks after implementation of Core BankingSolutions (CBS) and the 9 digit MICR code Number. Shareholders who have already intimated the above information to theDepository Participants (DPs)/Registrars of the company (“Registrars”)pursuant to the above circular need not take any further action in this regard. Shareholders who have not intimated the DPs/Registrars are once againrequested to intimate the above information in respect of shares held inelectronic form to the DPs and in respect of shares held in physical form, tothe Registrars at their address.Those shareholders who do not wish to avail of the NECS facility, arerequested to furnish to the DPs/Registrars, the name and branch of the bankand bank account No. allotted by their banks after implementation of CoreBanking Solutions, which will be printed on the warrants.

iv) Unclaimed dividends : The company is required to transfer dividends which have remainedunpaid/unclaimed for a period of seven years to the Investor Education &Protection Fund established by the Government. The Company willaccordingly be required to transfer in the year 2014 the dividend for the yearended March 31, 2007 which has remained unclaimed/unpaid.

v) Details of dividend pending to the Unpaid/Unclaimed Dividend Account as on March 31, 2014: Year Amount % to the

total dividend a) For the year 2006-2007 (Final) Rs. 602405.00 0.35%b) For the year 2007-2008 (Interim) Rs. 449618.00 0.33%c) For the year 2007-2008 (Final) Rs. 556864.99 0.33%d) For the year 2008-2009 (Final) Rs. 798421.50 0.26%e) For the year 2009-2010 (Final) Rs. 1175773.50 0.38%f) For the year 2010-2011 (Final) Rs. 1196405.00 0.35%g) For the year 2011-2012 (Final) Rs. 1292430.00 0.38%h) For the year 2012-2013 (Final) Rs. 1478520.00 0.43%

As regards unclaimed dividend, dividend warrants are sent to addresses available as per the company records. Where theshareholders have not informed the company the change of address, the dividend warrants are returned to the company. Thecompany remits the unclaimed dividend to the Central Government after seven years. If any claim is received from the shareholderswithin seven years period, payment is made.Following amounts have been transferred to IEPF account during the year:

Particulars Date of Warrant Due Date Date of Amount transferred for Transfer Transfer Rs.

1. Dividend :-

2005-06 (Final) 26.08.2006 30.10.2013 29.10.2013 3,51,648

2006-07 (Interim) 03.11.2006 17.12.2013 17.12.2013 3,79,837

2. Fixed Deposit :

2005-06 17.03.2006 17.04.2013 17.04.2013 30,488

05.06.2006 05.06.2013 05.06.2013 27,790

16.09.2006 16.10.2013 15.10.2013 12,328

21.12.2006 21.01.2014 21.01.2014 30,000

18.01.2007 18.02.2014 23.01.2014 12,328

Total 8,44,419


63



vi) Correspondence regarding : Shareholders are requested to ensure that any correspondence for changeChange of Address etc. of address, change in Bank Mandates etc. should be signed by the first

named shareholder. Shareholders who hold shares in dematerialized formshould correspond with the Depository participant with whom they haveopened Demat Account/s.

vii) Pending Investors’ Grievances : Any Shareholder whose grievance has not been resolved to his/hersatisfaction may kindly write to the Company Secretary at the RegisteredOffice with a copy of the earlier correspondence.

12. Dividend History (Last 5 Years)

Financial Year Dividend % Total Dividend (Rs. in Lakhs)

2009-10 45% 3114.48

2010-11 50% 3460.53

2011-12 50% 3460.53

2012-13 50% 3460.53

2013-14 60% 4152.64

13. Distribution of Shareholding as on 31st March, 2014.

DISTRIBUTION SCHEDULE AS ON 31ST MARCH 2014

Category (Amount) No. of Cases % of Cases Total Shares Amount (Rs.) % of Amount

1 - 5000 23060 89.01 2584732 25847320 3.73

5001 - 10000 1347 5.20 1105278 11052780 1.60

10001 - 20000 667 2.57 1048752 10487520 1.52

20001 - 30000 222 0.86 570902 5709020 0.82

30001 - 40000 104 0.40 372675 3726750 0.54

40001 - 50000 94 0.36 447230 4472300 0.65

50001 - 100000 192 0.74 1439305 14393050 2.08

100001 - And Above 222 0.86 61641726 616417260 89.06

Total : 25908 100.00 69210600 692106000 100.00

45%

60 %

0%

10%

20%

30%

40%

50%

60%

70%

% o

f D

ivid

end

2010 2011 2012 2013 2014

Year

Dividend History of the Company (For the past 5 years)

50% 50% 50%

64


DISTRIBUTION OF SHAREHOLDING AS ON 31.03.2014

CATEGORY NO. OF HOLDERS NO. OF SHARES Percentage

A PROMOTERSʼ HOLDING

1 Promoters- Indian Promoters 1 24444900 35.32- Foreign Promoters Nil Nil Nil

2 Persons acting in Concert --- --- ---SUB-TOTAL 1 24444900 35.32

B. NON-PROMOTERSʼ HOLDING

1 Indian Financial Institutions 1 495168 0.722 Mutual Funds and UTI 26 6634405 9.593 Banks, Insurance Companies, 22 13383008 19.34

Central/State Govt. Institutions4 Foreign Institutional Investors 17 6107163 8.82

SUB-TOTAL 66 26619744 38.46

C OTHERS

1 Private Corporate Bodies 542 5444961 7.872 Indian Public 24740 12075470 17.453 NRIs/OCBs 500 593370 0.864 Others 59 32155 0.05

SUB-TOTAL 25841 18145956 26.22

GRAND TOTAL (A+B+C) 25908 69210600 100.00

LIST OF TOP TEN SHAREHOLDERS AS ON 31.03.2014

SL. NO. Name of the shareholder(s) No. of shares % to Equity

1. Governor Of Tamilnadu 24444900 35.32

2. Life Insurance Corpn. Of India 6891158 9.96

3. HDFC Trustee Co. Ltd. - HDFC Prudence Fund 3981634 5.75

4. Warburg Value Fund 3500000 5.06

5. HDFC Trustee Co. Ltd.-HDFC Mf Monthly Income Plan Long Term Plan 2238648 3.23

6. General Insurance Corpn. Of India 2110074 3.05

7. Govt. Pension Fund Global 1950000 2.82

8. Bajaj Alliance Life Insurance Co. Ltd. 814355 1.18

9. HDFC Standard Life Insurance Co. Ltd. 813436 1.18

10. United India Insurance Co. Ltd. 683213 0.99

SHAREHOLDING PATTERN

Shareholding Pattern Shareholding Pattern

As on 31.3.2014 As on 31.3.2013

SL. No. Category Number Number % Number Number %of of of of

Shareholders Shares Shareholders Shares

1 Governor of Tamilnadu 1 24444900 35.32 1 24444900 35.322 Foreign Institutional Investors 17 6107163 8.82 16 3756190 5.433 Indian Mutual Funds 26 6634405 9.59 34 10494421 15.164 Banks 6 78806 0.11 4 82110 0.125 Financial Institutions 1 495168 0.72 2 496568 0.72


65



6666

6 Insurance Companies 6 10495622 15.16 6 10785424 15.587 Govt. Companies 10 2808580 4.06 11 2808580 4.068 Employees 164 30200 0.04 169 31200 0.059 Limited Companies 542 5444961 7.87 583 5063953 7.3210 NRIs 500 593370 0.86 573 525625 0.7611 Public & Trust 24580 12046771 17.41 25667 10713449 15.4812 Shares Dematerialised/

Shares in Transit 55 30654 0.04 34 8180 0.00Total 25908 69210600 100.00 27100 69210600 100.00

14. Dematerialisation of Shares and liquidity : For Dematerialisation of Equity shares, the Company has entered into atripartite agreement with National Securities Depository Limited (NSDL) andCentral Depository Services (India) Limited (CDSL). The Company’s Equityshares have been included in the list in which trading is compulsory for allinvestors in dematerialised form, along with other scrips, from 8-5-2000.

Details of Demat shares as at 31st March 2014:

Category No. of Sharehol ders No. of Shares % to Capital

PHYSICAL 3825 2576898 3.73

NSDL 16354 37481848 54.15

CDSL 5729 29151854 42.12

TOTAL 25908 69210600 100.00

SHAREHOLDING PATTERN

15.16%6.19%

15.58%

15.53%

11.38% 0.84%

35.32%

Govt. of Tamil Nadu

Indian FinancialInstitutions & Banks

Indian Mutual Funds

Foreign InstitutionalInvestors and NRIs

Limited Companies &OCBs and Govt.Companies

Insurance Companies

Public & Trust,Employees and others

STATUS OF DEMATERIALISATION

3.73%

42.12%

54.15%

NSDL

CDSL

Physical Form

54.15%

3.73%

42.12%

As on 31st March 2014,22083 shareholders areholding shares in dematform. 66633702 ( 96.27%)shares have beend e m a t e r i a l i z e d ,representing 54.15% inNSDL and 42.12% in CDSLof the total Equity Sharecapital. 2576898 sharesare in Physical formrepresenting 3.73%.

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15. Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, conversion date and likely impact on equity : Nil

16. Credit Rating:a. ICRA has assigned the following credit rating for the Company for 2013-2014 as below:

(i) Long term rating of (ICRA) A (Pronounced ICRA A). (ii) Short term rating of (ICRA) A1 (Pronounced ICRA A one).

The outlook on long term rating is ‘stable’. The long term rating of ‘(ICRA) A’ indicates adequate degree of safety regardingtimely servicing of financial obligations, it carries low credit risk. The short term rating of ‘(ICRA) A1’ indicates very strongdegree of safety regarding timely payment of financial obligations, it carries lowest credit risk. b. CARE Ltd was also engaged to rate the bank facilities for 2013-14 and they have assigned the rating as below:

I. Long term facilities - CARE A+II. Short term facilities - CARE A1

The long term rating of CARE A+ indicates adequate degree of safety regarding timely servicing of financial obligations, itcarries low credit risk. The short term rating of CARE A1 indicates very strong degree of safety regarding timely payment offinancial obligations, it carries lowest credit risk.

17. Plant locations : KagithapuramKarur DistrictTamil NaduPin : 639 136Tel.No.04324-277001 to 277017Fax : 04324-277025/277026/277027

18. Address for correspondence : (a) Investor correspondence for transfer/ : M/s Cameo Corporate Services Ltd.

dematerialisation of shares, payment of V Floor, “Subramanian Building”dividend on shares, and any other query No.1 Club House Roadrelating to the shares of the Company. Chennai – 600 002.

Tel.No.044-28460390 - 28460395 Fax No.044-28460129 E-mail ID : [email protected]@cameoindia.comContact Person : Thiru D Narasimhan

Asst. Manager(b) Any query on Annual Report : Shares Department

Tamil Nadu Newsprint and Papers Ltd.67, Mount Road, Guindy,Chennai – 600 032.Tel.No.22354417 Fax No. 22350834 & 22354614e-mail address : [email protected]@[email protected] Person : Thiru V Sivakumar

Company Secretary(c) E-mail ID of Investor : [email protected]

Grievances Section (d) Name of the Compliance Officer : Thiru V Sivakumar

Company Secretary


67


12. REQUEST TO INVESTORS

• Investors are requested to communicate change of address, if any, directly to the share transfer agent of the company at theabove address

• To avoid the incidence of fraudulent encashment of dividend warrants, members are requested to intimate the company underthe signature of the Sole/First Joint holder, the following information so that the bank account number and name and addressof the bank can be printed on the dividend warrants:i) Name of Sole/First Joint holder and Folio numberii) Particulars of bank account viz.➢ Name of bank➢ Name of branch➢ Complete address of bank with PINCODE➢ Account type, whether Savings Bank(SB) or Current Account(CA)➢ Bank account number

• The shareholders are requested to dematerialize their physical share certificates, through a depository participant. Shareholdersrequiring any further clarification/ assistance on the subject may contact the company’s share transfer agent.

• The mandate, if given by the Members in respect of shares held in physical form will not be applicable to the dividend payableon shares held by them in demat mode and vice versa. Members holding shares in demat mode must, therefore giveinstructions regarding the bank account in which they wish to receive dividend to their DPs.

• Members holding shares in demat form are requested to incorporate the DP Id number and Client Id Number in the AttendanceSlip/ Proxy form for easy identification of attendance at the meeting.

• There are chances of fraudulent transactions taking place in relation to dormant folios, where the shareholder has eitherexpired or has changed his residence. Hence investors are requested to exercise due diligence and notify us of any changein address or demise of any shareholder as soon as possible. Investors are requested not to leave their demat account dormantfor long. Periodic statement of holdings should be obtained from the concerned DP and holdings should be verified. Investorsare also requested not to disclose their Folio No. /DP.Id. to an unknown person and not to hand over signed blank transferdeeds/delivery instruction slips to any unknown person.

• Investors must ensure that they deal with only SEBI registered intermediaries and must obtain a valid contractnote/confirmation memo from the broker/sub-broker, within 24 hours of execution of the trade and it should be ensured thatthe contract note/confirmation memo contains order no., trade no., trade time, quantity, price and brokerage.

• Investors should register their mobile numbers with DPs for SMS alert facility. National Securities Depository Limited (NSDL)and Central Depository Services (India) Limited (CDSL) proactively inform investor of transaction in the demat account bysending SMS. Investors will be informed about debits and credits to their demat account without having to call up their DPsand investors need not wait for receiving Transaction Statements from DPs to know about the debits and credits.

• Correspondence containing certificates of securities and high value dividend/interest warrants should be sent by registeredpost/courier or lodged with the Company`s Secretarial Department by hand delivery.

• Investors are requested to kindly note that any dividend which remains unencashed for a period of seven years will gettransferred to “Investors Education and Protection Fund” in terms of Section 205C of the Companies Act, 1956.

• Members who have not encashed their dividend warrants in respect of dividends declared for the year ended 31st March2007 and for any financial year thereafter may contact the company and surrender their warrants for payment. Members arerequested to note that the dividend not claimed for a period of seven years from the date they first became due for paymentshall be transferred to Investor Education and Protection Fund (IEPF) in terms of Section 205 C of the Companies Act, 1956.

Yearwise details of the amount to be transferred to IEPF are given below:

Year Dividend type Dividend (%) Date of declaration Due for transfer to IEPF

2006-07 Final 25 31.08.2007 5.11.2014

2007-08 Interim 20 27.10.2007 2.01.2015

2007-08 Final 25 29.08.2008 3.11.2015

2008-09 Final 45 09.09.2009 14.11.2016

2009-10 Final 45 08.09.2010 13.11.2017

2010-11 Final 50 15.09.2011 20.11.2018

2011-12 Final 50 21.09.2012 26.11.2019

2012-13 Final 50 19.09.2013 24.11.2020


68


B. NON-MANDATORY REQUIREMENTS

1. The Board

a. Whether Chairman of the Board is entitled to maintain a Chairman’s Office at the Company’s expenses and also allowedreimbursement of expenses incurred in performance of his dutiesThe CMD is an executive Director in the company.

b. Independent directors may have a time not exceeding in the aggregate a period of nine years on the Board of theCompany Presently the company has not adopted the above non-mandatory requirement.

2. Shareholdersʼ Rights

a. The quarterly financial results are announced within 45 days from the close of the respective quarter. However, in caseof the last quarter, the quarterly results and the annual results are announced within 60 days from the close of thequarter. The results are published in leading newspapers. The financial results, press releases and other major events/developments concerning the company are also posted on the company’s website www.tnpl.co.in

b. The half-yearly results of the company are published in more than one English newspaper having a wide circulationand in one Tamil Newspaper. The results are not sent to the shareholders individually.

3. Training of Board Members

Presently the company does not have a training programme for Board Members. They are all competent and well qualified.

4. Mechanism for evaluating non-executive Board Members

The company does not have any mechanism for evaluating the performance of Non-executive Board Members

5. Whistle Blower Policy

The company does not have a Whistle Blower Policy. Compliance with the Corporate Governance Voluntary Guidelines 2009

With an objective of encouraging adoption of better practice in achieving the highest standard of corporate governance,the Ministry of Corporate Affairs, Government of India published the Corporate Governance Voluntary Guidelines 2009.These guidelines will also translate into a much higher level of stakeholders’ confidence to ensure long term sustainabilityand value generation by business. The guidelines broadly focus on areas such as Board of Directors, responsibilities of theBoard, Audit Committee functions, roles and responsibilities , appointment of Auditors, compliance with SecretarialStandards and a mechanism for whistle blower support. The company is substantially in compliance with the CorporateGovernance Voluntary Guidelines 2009 and is in the process of adopting and implementing other practices as suggestedin the Guidelines.

For and On behalf of the BoardPlace: ChennaiDate: 29.05.2014 C V SANKAR IAS

CHAIRMAN & MANAGING DIRECTOR


69


CERTIFICATE BY CEO AND CFO PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT

We, C V Sankar, Chairman & Managing Director and A Velliangiri, Deputy Managing Director, in our capacity as Chief ExecutiveOfficer (CEO) and Chief Financial Officer(CFO) respectively of the company hereby certify that:1. We have reviewed the financial statements and the cash flow statement for the year ended 31st March 2014 and that to the

best of our knowledge and belief:

a. these statements do not contain any materially untrue statement or omit any material fact or contain statements that mightbe misleading

b. these statements together present a true and fair view of the company’s affairs and are in compliance with existingaccounting standards, applicable laws and regulations

2. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which arefraudulent, illegal or violative of the company’s Code of Conduct

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated theeffectiveness of the internal control systems of the company pertaining to financial reporting and we have disclosed to theAuditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we areaware and the steps have been taken to rectify these deficiencies

4. We have indicated to the Auditors and the Audit Committee:

a. significant changes in internal control over financial reporting during the year

b. significant changes in accounting policies during the year and the same have been disclosed in the notes to the financialstatements and

c. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management oran employee having a significant role in the company’s internal control system over financial reporting

For TAMIL NADU NEWSPRINT AND PAPERS LIMITED

Place: Chennai C V SANKAR IAS A VELLIANGIRIDate : 29.05.2014 CHAIRMAN & MANAGING DIRECTOR DY.MANAGING DIRECTOR

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT POLICY

As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board Members and the Senior ManagementPersonnel have confirmed compliance with the Code of Conduct for the period ended 31st March 2014.

For TAMIL NADU NEWSPRINT AND PAPERS LIMITED

Place: Chennai C V SANKAR IASDate : 29.05.2014 CHAIRMAN & MANAGING DIRECTOR


70



CORPORATE GOVERNANCE REPORT

ToThe MembersM/s. Tamil Nadu Newsprint and Papers Limited

1. We have examined the compliance of conditions of Corporate Governance by M/s. Tamil Nadu Newsprint and PapersLimited, for the year ended 31st March 2014 as stipulated in clause 49 of the Listing Agreement of the said Companywith the Stock Exchange[s].

2. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination waslimited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditionsof Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

3. In our opinion and to the best of our information and according to the explanations given to us and the representationsmade by the Directors and the Management, we certify that the Company has complied with the conditions of CorporateGovernance stipulated in the above mentioned Listing Agreement.

4. As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we state that as per therecords maintained and certified by the Registrars of Company, there were no investors’ grievances remaining unattended/ pending for more than 30 days as at 31st March 2014.

5. We further state that such compliance is neither an assurance to the future liability of the Company nor the efficiencyor effectiveness with which the Management has conducted the affairs of the Company.

For Raman Associate.

Chartered AccountantsFirm Registration No. 002910S

G. Vasudevan

PartnerMembership No. 020739

Place – ChennaiDate – 29th May 2014

71


Report on the Financial Statements

We have audited the accompanying financial statements of M/s. Tamil Nadu Newsprint and Papers Limited [‘the Company’]which comprise the Balance Sheet as at 31st March 2014 and the Statement of Profit and Loss and Cash Flow Statement for theyear then ended, and a summary of significant accounting policies and other explanatory information.

Managementʼs Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position,financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section [3C]of Section 211 of the Companies Act, 1956 [“the Act”] read with the General Circular 15/2013, dated 13-09-2013 of the Ministry ofCorporate Affairs in respect of Section 133 of the Companies Act 2013. This responsibility includes the design, implementation andmaintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement, whether due to fraud or error.

Auditorʼs Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordancewith the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements arefree from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. Theprocedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to theCompany’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate inthe circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made bymanagement, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give theinformation required by the Act in the manner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2014;

b) In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other legal and regulatory requirements

1. As required by the Companies [Auditor’s Report] Order, 2003 [“the Order”], as amended, issued by the Central Governmentof India in terms of sub-section [4A] of Section 227 of the Act, we give in the Annexure a statement on the matters specifiedin paragraphs 4 and 5 of the Order.

2. As required by Section 227[3] of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary forthe purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from ourexamination of those books;

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement withthe books of account;

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement comply with the AccountingStandards referred to in sub-section [3C] of Section 211 of the Companies Act, 1956 read with the General Circular15/2013, dated 13-09-2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e) On the basis of written representations received from the directors as on 31st March 2014, and taken on record by the

INDEPENDENT AUDITORʼS REPORT TO THE MEMBERS OF M/s. TAMIL NADU NEWSPRINT AND PAPERS LIMITED


72


Board of Directors, none of the directors is disqualified as on 31st March 2014, from being appointed as a director interms of clause [g] of sub-section [1] of Section 274 of the Companies Act, 1956 and

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under Section441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which suchcess is to be paid, no cess is due and payable by the Company.

For Raman Associate

Chartered AccountantsFirm Registration No. 002910S

G. Vasudevan

PartnerMembership No. 020739

Place – ChennaiDate – 29th May 2014


73


THE ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S. TAMIL NADU NEWSPRINT AND PAPERS LIMITED

ON THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED 31ST MARCH 2014

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during thecourse of audit, we report that:

Fixed Assets

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the Management at reasonable intervals. According to the information andexplanations given to us, no material discrepancies were noticed on such verification. In our opinion, the periodicity ofphysical verification is reasonable having regard to the size of the Company and the nature of its assets.

c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

Inventory and its physical verification

a) The inventory has been physically verified during the year by the Management. In our opinion, the frequency of verificationis reasonable.

b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relationto the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory and no material discrepancies were noticed on physical verifications.

Loans granted / taken from related Companies

a) The Company has not granted any loans and advances, secured or unsecured to companies, firms or other parties coveredin the register maintained under section 301 of the Act. Consequently, the provisions of clauses 4 [iii] [b], [iii] [c] and [iii][d] of the Order are not applicable to the Company.

b) The Company has not taken any loans and advances, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, paragraphs 4 [iii] [e] to 4 [iii] [g] of the Orderare not applicable.

Internal Control

a) In our opinion and according to the information and explanations given to us, there are adequate internal control systemsand procedures commensurate with the size of the Company and the nature of its business with regard to purchases ofinventory and fixed assets and for sale of goods. We have not observed any major weakness in the internal control systemduring the course of the audit.

Transactions with parties' u/s. 301

a) In our opinion and according to the information and explanations given to us, there are no contracts or arrangementsreferred to Section 301 of the Companies Act, 1956 that needs to be entered into the register maintained under the section.

Public Deposits

a) According to the information and explanations given to us, the Company has not accepted any deposits from the public duringthe year as outlined under the provisions of the Companies (Acceptance of Deposits) Rules, 1975, as amended till date. Hencethe provisions of Section 58A, 58AA or other relevant provisions of the Companies Act, 1956 are not applicable.

Internal Audit

a) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

Cost Records

a) The Central Government has prescribed the maintenance of cost records by the Company under Section 209(1) (d) of theCompanies Act, 1956 and we are of the opinion that prima facie, the books of accounts prescribed under the Cost Accountingrecords [Paper] Rules, 1975, have been maintained by the Company and the proforma specified therein for the year are underpreparation. We have however not carried out a detailed verification of such records.


74


Statutory Dues

a) The Company has generally been regular in depositing undisputed statutory dues including Provident Fund, InvestorEducation and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Customs Duty and Cess andany other material statutory dues applicable to it with appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable were in arrears for a period of morethan six months from the date they became payable. The Employees’ State Insurance Act does not apply to the Company.

c) According to the information and explanations given to us, there are no dues of Sales Tax / Income Tax / Customs Duty /Wealth Tax / Service Tax / Excise Duty / Cess which have not been deposited on account of any dispute other than thosegiven below:

Name of the Statute Nature of Period to which Amount Forum where theDues the amount pertains (Rs.Lakhs) dispute is pending

Cenvat Credit Rules, 1944 Excise Duty Exemption 1997-1998 4.25 Tribunal, Chennai& 1998-1999

Cenvat Credit Rules, 2004 Input Credit Reversal 1997-1998 4.82 Hon’ble High 1998-1999 2.59 Court of Madras1999-2000 1.002000-2001 47.062001-2002 0.55

Cenvat Credit Rules, 2004 Capital Goods Credit 2003-2004 49.11 Tribunal Chennai2004-2005 266.112005-2006 731.122006-2007 268.18

Cenvat Credit Rules, 2004 Capital Goods Credit 2006-2007 6548.75 Tribunal, Chennai2007-2008 3418.78

Cenvat Credit Rules, 2004 Input credit reversal 2006-07 23.91 Tribunal, Chennaion effluent 2007-08 33.70

sludge waste 2008-09 2203.392009-10 2856.22

Cenvat Credit Rules, 2004 Input Service Credit 2007-08 255.62 Tribunal, Chennai2008-09 660.76

Cenvat Credit Rules, 2004 Capital Goods Credit 2008-09 9.44 Hon’ble High Court of Madras


Cenvat Credit Rules, 2004 Capital Goods Credit 2008-2009 104.16 Commissioner,Appeals, Trichy

Cenvat Credit Rules, 2004 Capital Goods Credit 2009-2010 363.64 Tribunal, Chennai



Cenvat Credit Rules, 2004 Capital Goods Credit 2010-2011 4.53 Hon’ble High Court of Madras

Cenvat Credit Rules, 2004 Capital Goods Credit 2010-2011 5.10 Commissioner, Appeals, Trichy

Cenvat Credit Rules, 2004 Input credit reversal 2010-2011 824.97 Tribunal, Chennaion effluent

sludge waste


75


Name of the Statute Nature of Period to which Amount Forum where theDues the amount pertains (Rs.Lakhs) dispute is pending


Cenvat Credit Rules, 2004 Capital Goods Credit 2011-2012 1.30 Commissioner,2012-2013 0.20 Appeals, Trichy2013-2014 0.25

Cenvat Credit Rules, 2004 Capital Goods Credit 2012-2013 4.31 Commissioner,2013-2014 0.76 Appeals, Trichy

Customs Act, 1962 Customs Duty 1991-1992 44.34 Commissioner, Chennai

and Hon’ble High Court of Madras



Customs Act, 1962 Customs Duty 1999-2000 20.45 Commissioner, Cochin

Income Tax Act, 1961 Income Tax AY 2002-2003 16.48 Assessing Officer, Chennai

Income Tax Act, 1961 Income Tax AY 2003-2004 612.81 Hon’ble High Court of Madras/

Commissioner of Appeals, Chennai

Income Tax Act, 1961 Income Tax AY 2004-2005 40.87 Tribunal, Chennai

Income Tax Act, 1961 Income Tax AY 2005-2006 212.96 Assessing Officer,Chennai

Income Tax Act, 1961 Income Tax AY 2006-2007 41.18 Commissioner of Appeals, Chennai






Wealth Tax Act, 1957 Wealth Tax AY 1997-1998 19.46 Assessing Officer, To Chennai

AY 1999-2000 &AY 2001-2002

toAY 2003-2004

Total 39899.77


76



Sick Company

a) The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses duringthe financial year covered by our audit and incurred such cash losses in the immediately preceding financial year.

Default in dues to Bank / Financial Institutions / Debenture holders

a) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repaymentof dues to any Bank, Financial Institutions or Debenture Holders.

Loans and advances made by the Company

a) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and othersecurities. Hence the question of documents and records does not arise.

Nidhi / Mutual Benefit Fund / Chit Funds

a) According to the information and explanations given to us, the nature of activities of the Company does not attract any specialstatute applicable to chit fund and nidhi / mutual benefit / society.

Record of Shares, Securities

a) In our Opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Hence thisclause is not applicable to the Company.

Guarantees given by the Company

a) The Company has not given any guarantee for loans taken by others from banks or financial institutions based on therecords produced to us during the course of our audit.

Term Loans and Short-term funds taken

a) The Company has obtained term loans during the year which were prima facie, applied for the purpose which they wereobtained. However, according to the information and explanations given to us, the Company has not drawn the term loanduring the year to the extent of Rs. 1054.05 crores out of Rs. 1250.00 crores of sanctioned limits.

b) According to the information and explanations given to us and an overall examination of the Balance Sheet of the Company,we report that no funds raised on short term basis have been used for long term investment.

Preferential allotment of shares

a) The Company has not issued any shares during the year and hence the requirement regarding any preferential allotmentof shares to parties covered in the register maintained under Section 301 of the Companies Act, 1956, is not applicable.

b) According to the information and explanation given to us, the Company has not issued any debentures during the year.However, in respect of debentures outstanding at the end of the year, necessary security or charge has been created.

Disclosure of end use of funds raised in public issues

a) The Company has not raised any money though public issue during the year and as such the requirement regardingdisclosure of end use of such money raised is not applicable. Hence the provision of clause 4 [xx] of the Companies [Auditor’sReport] Order, 2003 are not applicable to the Company.

Frauds noticed

a) During the course of our examination of the books of account carried out in accordance with the generally accepted auditingpractices in India and to the best of our knowledge and according to the information and explanations given to us, no fraudof material nature on or by the Company has been noticed or reported during the year nor have we been informed of anysuch case by the management.

As per our report of even dateFor Raman AssociateChartered Accountants

Firm Registration No. 002910S

G. VasudevanPartner

Membership No. 020739Place – ChennaiDate – 29th May 2014

77


78


COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 619(4) OFTHE COMPANIES ACT, 1956 ON THE ACCOUNTS OF TAMIL NADU NEWSPRINT AND PAPERS LIMITED

FOR THE PERIOD ENDED 31ST MARCH 2014.

The preparation of financial statements of Tamil Nadu Newsprint and Papers Limited for the year ended 31 March 2014 inaccordance with the financial reporting framework prescribed under the Companies Act, 1956 is the responsibility of themanagement of the Company. The Statutory Auditors appointed by the Comptroller and Auditor General of India under Section619(2) of the Companies Act, 1956 are responsible for expressing opinion on these financial statements under section 227 ofthe Companies Act, 1956 based on Independent audit in accordance with the auditing and assurance standards prescribedby their professional body, the Institute of Chartered Accountants of India. This is stated to have been done by them videtheir Audit Report dated 29-05-2014.

I, on the behalf of the Comptroller and Auditor General of India have conducted a supplementary audit under section 619(3)(b)of the Companies Act, 1956 of the financial statements of Tamil Nadu Newsprint and Papers Limited for the year ended 31March 2014. This supplementary audit has been carried out independently without access to the working papers of thestatutory auditors and is limited primarily to inquires of the statutory auditors and company personnel and a selectiveexamination of some of the accounting records. On the basis of my audit nothing significant has come to my knowledgewhich would give rise to any comment upon or supplement to Statutory Auditors’ Report under section 619(4) of theCompanies Act, 1956.

For and on the behalf of theComptroller & Auditor General of India

K. SRINIVASAN

Principal Accountant GeneralPlace : ChennaiDate: 15.07.2014


79

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80

BALANCE SHEET AS AT 31ST MARCH 2014(Rs.in Lakh)

As at As atParticulars Note No. 31/03/2014 31/03/2013

I. EQUITY AND LIABILITIES1 Shareholders' Funds(a) Share Capital 1 6937.78 6937.78(b) Reserves and Surplus 2 107659.62 96609.87

114597.40 103547.652 Non-Current Liabilities

(a) Long Term Borrowings 3 63698.83 65728.61(b) Deferred tax Liabilities (Net) 4 31664.00 29046.00(c) Long term Provisions 5 9153.61 8396.97

104516.44 103171.583 Current Liabilities

(a) Short Term Borrowings 6 45040.38 49585.64(b) Trade payables 7 46576.47 40628.85(c ) Other Current liabilities 8 52960.47 45479.70(d) Short term Provisions 9 7573.97 5688.52

152151.29 141382.71371265.13 348101.94

II. ASSETS1) Non-Current Assets

a) Fixed Assetsi) Tangible assets 10 242588.30 207933.23ii) Intangible assets 732.66 453.36 iii) Capital work-in-progress 9498.52 45686.46iv) Intangible Assets under Development 0.00 28.29

252819.48 254101.34b) Non-Current Investment 11 114.05 114.05c) Captive Plantation 12 2121.38 2120.55d) Long-Term loans and advances 13 24809.81 9025.32

279864.72 265361.262) Current Assets

a) Inventories 14 28536.48 26442.47b) Trade Receivables 15 37673.97 27694.17c) Cash and cash equivalents 16 1221.45 2450.54d) Short term Loans and Advances 17 21364.53 23978.79e) Other Current Assets 18 2603.98 2174.71

91400.41 82740.68371265.13 348101.94

Notes 1 to 18, 27 & 28 form an integral part of this Balance Sheet.

vide our report of even dateC V SANKAR, IAS A.VELLIANGIRI For RAMAN ASSOCIATE

Chairman & Managing Director Dy.Managing Director Chartered Accountants(DIN-00703204) (DIN-00153169) Firm Reg. No.002910S

V. SIVAKUMAR G. VASUDEVANPlace : Chennai Company Secretary PartnerDate : 29th May, 2014 Membership No.020739

808080


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2014

(Rs.in Lakh)

For the For the

Year YearParticulars Note No. ended ended

31/03/2014 31/03/2013

I REVENUE FROM OPERATIONS

Revenue 19 238332.17 193705.24Less: Excise Duty & Cess 9809.76 7579.49Total Revenue 228522.41 186125.75

II OTHER INCOME 20 1672.09 1992.32III TOTAL REVENUE (I + II) 230194.50 188118.07IV EXPENSES

Cost of Material Consumed 21 70786.89 53137.66Purchase of Stock-in-Trade 22 9729.94 9627.94Changes in inventories of finished Goods,Work-in-Progress & Stock-in-Trade 23 497.55 2666.93Employee Benefit Expense 24 15579.45 13903.58Finance Costs 26 12821.15 12097.13Depreciation/amortization Expense 10 19231.73 17498.61Other Expenses 25 81280.22 66575.59TOTAL EXPENSES 209926.93 175507.44

V PROFIT BEFORE EXCEPTIONAL ITEMS AND 20267.57 12610.63EXTRA ORDINARY ITEMS AND TAX (III - IV)

VI Exceptional Items - - VII PROFIT BEFORE EXTRA-ORDINARY ITEMS 20267.57 12610.63

AND TAX (V + VI)

VIII Extra-ordinary Items - - IX PROFIT BEFORE TAX ( VII + VIII ) 20267.57 12610.63 X TAX EXPENSE

- Current Tax 4247.00 2523.00MAT Credit (2768.00) (1093.00)Current Tax net of MAT Credit 1479.00 1430.00

- Deferred Tax 2618.00 2070.00 - Tax relating to earlier years 52.81 (37.37)

4149.81 3462.63 XI PROFIT / (LOSS) FOR THE PERIOD (IX - X) 16117.76 9148.00 XII BASIC & DILUTED EARNINGS PER SHARE

(Face Value Rs.10/- per Share) Rs 23.29 13.22

Notes 19 to 28 form an integral part of this statement of profit and loss.vide our report of even date

C V SANKAR, IAS A.VELLIANGIRI For RAMAN ASSOCIATE


V. SIVAKUMAR G. VASUDEVAN

Place : Chennai Company Secretary PartnerDate : 29th May 2014 Membership No.020739


81


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014(Rs. In Lakh)

SI. Particulars 2013-2014 2012-2013No.

A CASH FLOW FROM OPERATING ACTIVITIESNet Profit before Tax and Exceptional Items 20267.57 12610.63Adjustments for :Depreciation 19231.73 17498.61Interest Income (807.52) (444.92)Dividend Income (6.03) (2.19)Rental Income (108.27) (106.99)(Profit)/Loss on write off/ sale of Fixed Assets (56.69) 0.03 Exchange Fluctuations 160.40 199.29 Interest Expenditure 12821.15 12097.13Operating Profit before working capital changes 51502.34 41851.59Decrease(Increase) in Inventories (2094.84) 6913.97 Decrease(Increase) in Sundry Debtors (9957.55) 8689.02 Decrease(Increase) in Loans and Advances 5905.28 (528.94)Increase(Decrease) in Current Liabilities 10555.68 8614.84 Cash from Operations 55910.91 65540.48Income Tax paid (3551.12) (2292.25)Cash from Operating activities before exceptional items 52359.79 63248.23 Exceptional Items - - Cash from Operating Activities 52359.79 63248.23

B CASH FLOW FROM INVESTING ACTIVITIESProceeds on Sale of Fixed Assets 61.05 2.23Additions to Fixed Assets & Capital Work-In-Progress (12580.26) (19351.17)Capital Advance (16789.81) (740.32)Interest Income 807.52 444.92 Dividend Income 6.03 2.19 Rental Income 108.27 106.99 Net Cash from Investing Activities (28387.20) (19535.16)

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Borrowings 30040.79 6459.15Repayment of Borrowings (37442.47) (31304.17)Interest paid (13752.16) (14371.48)Dividend paid (3460.53) (3460.53)Dividend tax paid (588.12) (561.38)Net Cash from Financing Activities (25202.49) (43238.41)

D TOTAL INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS DURING THE YEAR (A+B+C) (1229.90) 474.66 Cash and cash equivalents at the beginning of the year 2375.85 1901.19Cash and cash equivalents at the end of the year 1145.95 2375.85

Notes: 1. Cash Flow statement has been prepared following Indirect method2. Figures of previous year has been regrouped/restated/reclassified wherever necessary

vide our report of even dateC V SANKAR, IAS A.VELLIANGIRI For RAMAN ASSOCIATE




82


83

(Rs.in Lakh)

NOTES TO ACCOUNTS(Rs.in Lakh)

Note No. Particulars As at 31/03/2014 As at 31/03/2013

1) SHARE CAPITAL

a) Authorised, Issued, Subscribed and paid-up share capital

Authorized:

13,50,00,000 Equity Shares of Rs.10/- each 13500.00 13500.00

Issued:

7,00,00,000 Equity Shares of Rs.10/- each 7000.00 7000.00

Subscribed and Fully Paid up:

6,92,10,600 Equity Shares of Rs.10/- each fully paid up 6921.06 6921.06

Add: Shares Forfeited 16.72 16.72

6937.78 6937.78

b) Shareholders Holding more than 5% of Equity Shares:

As at 31/03/2014 As at 31/03/2013SI.No. Name of the Shareholder No. of No. of

Shares % of holding Shares % of holdingin lakh in lakh

1 Governor of Tamil Nadu 244.45 35.32 244.45 35.322 Life Insurance Corporation of India 68.91 9.96 68.91 9.963 HDFC Trustee Company Limited - HDFC Prudence Fund 39.82 5.75 39.82 5.75 4 Warburg Value Fund 35.00 5.06 - -

Note No. Particulars As at 31/03/2014 As at 31/03/2013

2) RESERVES AND SURPLUS

(a) Capital Reserve

Project Investment subsidy 125.00 125.00

(b) Share Premium 17973.11 17973.11

(c) Debenture Redemption Reserve

Opening Balance 2638.00 2068.00

Add: Additions during the year 570.00 570.00

3208.00 2638.00

(d) General Reserve

Opening Balance 73223.03 68623.03

Add : Addition during the year 10000.00 4600.00

83223.03 73223.03

(e) Hedging Reserve Account 418.41 628.04

(f) Surplus - Opening Balance 2022.69 2093.34

Add: Profit / (Loss) for the period 16117.76 9148.00

Amount available for appropriation 18140.45 11241.34

Appropriations:

Transfer to General Reserve 10000.00 4600.00

Debenture Redemption Reserve 570.00 570.00



Surplus - Closing Balance 2712.07 2022.69

TOTAL (a)+(b)+(c)+(d)+(e)+(f) 107659.62 96609.87


83



Note As at As at No. Particulars 31/03/2014 31/03/2013

3) LONG TERM BORROWINGS

A) Secured Loans

1) Debentures

a) 11% Non-Convertible Debentures 555.56 2777.78

Secured by a first charge on all the fixed assets of the company situatedat Kagithapuram, Karur Dist., (movable & immovable ) on pari passu basisboth present and future except Wind Mill & Bielomatic Cutter which areunder specific charge to the respective term lenders including an equitablemortgage by deposit of title deeds in respect of 566.26 acres of landsituated at Kagithapuram, Karur District, Tamilnadu

b) 8.75% Non-Convertible Debentures 00.00 1250.00

Secured by subservient charge on the fixed assets of the Company(excluding the machinery which has been specifically charged to therespective lenders) situated at Kagithapuram, Karur Dist, Tamil Nadu

Total (1) 555.56 4027.78

(2) Term Loans from Banks

Mill Expansion Plan

- External Commercial Borrowings (ECB) 0.00 11977.85

- Other Foreign Currency Loan 3231.93 8788.99

Secured by a first charge on all the fixed assets of the company situatedat Kagithapuram, Karur Dist., (movable & immovable ) on pari passu basisboth present and future except Wind Mill & Bielomatic Cutter which areunder specific charge to the respective term lenders including an equitablemortgage by deposit of title deeds in respect of 566.26 acres of landsituated at Kagithapuram, Karur District, Tamilnadu.

Mill Expansion Plan

- Rupee Term Loans 1304.00 2954.89

Secured by a first charge on all the fixed assets of the company situatedat Kagithapuram, Karur Dist., (movable & immovable ) on pari passu basisboth present and future except Wind Mill & Bielomatic Cutter which areunder specific charge to the respective term lenders including an equitablemortgage by deposit of title deeds in respect of 566.26 acres of landsituated at Kagithapuram, Karur District, Tamilnadu and pari passu secondcharge on the current assets of the company viz., stock of raw materials,finished goods, stores and other movables.

Mill Expansion Plan


Secured by subservient charge on the fixed assets of the Company(excluding the machinery which has been specifically charged to therespective lenders) situated at Kagithapuram, Karur Dist, Tamil Nadu.


84




De-Inking Plant (DIP)

- Foreign Currency Loan 3348.62 3969.42


Secured by a first pari passu charge on fixed assets of the Deinking Pulp Plant

Automatic Storage & Retrieval System(ASRS)


Lime Sludge & Fly Ash Management System(LSFM)


Revamping of Steam and Power System (RSPS)


Secured by a first pari passu charge on fixed assets created out ofrespective loans.

Term Loans-General Corporate Loan


Secured by a first charge on Wind Mill movable assets and subservientcharge on the fixed assets of the Company (excluding the machinery whichhas been specifically charged to the respective lenders) situated atKagithapuram, Karur Dist, Tamil Nadu


Secured by a first charge on all the fixed assets of the company situatedat Kagithapuram, Karur Dist., (movable & immovable ) on pari passu basisboth present and future except Wind Mill & Bielomatic Cutter which areunder specific charge to the respective term lenders including an equitablemortgage by deposit of title deeds in respect of 566.26 acres of landsituated at Kagithapuram, Karur District, Tamilnadu and pari passu secondcharge on the current assets of the company viz., stock of raw materials, finished goods, stores and other movables.

Multilayer Coated Board Plant


Secured by a first pari passu charge on fixed assets to be created out ofrespective term loans and first charge on all the movable fixed assets ofthe company situated at Kagithapuram, Karur Dist., Tamil Nadu on paripassu basis both present & future except which are under specificcharge to the respective term lenders and an equitable mortgage bydeposit of title deeds in respect of 566.26 acres of land situated atKagithapuram, Karur District, Tamilnadu.

B) Unsecured

Term Loans-General Corporate Loan

Rupee Term Loans 4033.33 4150.00

Total (2) 63143.27 61700.83

Total (1) + (2) 63698.83 65728.61


85


NOTES TO ACCOUNTS

TERMS OF REPAYMENT OF NON-CONVERTIBLE DEBENTURE AND TERM LOANS FROM BANKS AS AT 31.03.2014 (Rs.in Lakh)

Sl. Non CurrentNo. Particulars of Redemption / Repayment Current Maturities Total

1 a) 11% Non-Convertible Debentures 18 quarterly instalments commencing from 31.3.2011 and ends on 30.6.2015 555.56 2222.22 2777.78

b)8.75% Non-Convertible Debentures8 half-yearly instalments commencing from 19.7.2011 and ends on 19.1.2015 0.00 1250.00 1250.00

555.56 3472.22 4027.782 Mill Expansion Plan

- External Commercial Borrowings (ECB)DBS-6 half yearly instalments starting from 10.09.2012 to 10.03.2015 0.00 5156.83 5156.83DBS-8 half yearly instalments starting from 28.02.2011 to 29.08.2014 0.00 1793.10 1793.10HSBC-16 quarterly instalments starting from 11.05.2011 to 11.02.2015 0.00 2241.37 2241.37DBS-8 half yearly instalments starting from 04.12.2011 to 04.12.2014 0.00 3586.20 3586.20

0.00 12777.50 12777.50- Other Foreign Currency Loan

EXIM-17 quarterly instalments starting from 29.09.2011 to 29.09.2015 3231.93 6463.86 9695.79- Rupee Term Loans

IB-18 quarterly instalments starting from 30.09.2011 to 31.12.2015 1304.00 1648.00 2952.00

KVB-16 quarterly instalments starting from 30.06.2011 to 31.03.2015 0.00 625.00 625.00IB-16 quarterly instalments starting from 30.06.2011 to 31.03.2015 0.00 625.00 625.00CB-15 quarterly instalments starting from 30.06.2011 to 31.12.2014 0.00 547.51 547.51SYB-16 quarterly instalments starting from 30.06.2011 to 31.03.2015 0.00 625.00 625.00

0.00 2422.51 2422.513 De-Inking Plant

- Foreign Currency LoanEXIM-20 quarterly instalments starting from 20.09.2013 to 20.06.2018 3348.62 1030.35 4378.97

- Rupee Term LoansCB-20 quarterly instalments starting from 31.03.2013 to 31.12.2017 4840.00 1760.00 6600.00IB-20 quarterly instalments starting from 31.03.2013 to 31.12.2017 1650.00 600.00 2250.00

6490.00 2360.00 8850.004 Automatic Storage & Retrieval System(ASRS)

- Rupee Term LoansING-16 quarterly instalments starting from 31.03.2011 to 31.12.2014 0.00 284.68 284.68

5 Lime Sludge & Fly Ash Management System(LSFM)- Rupee Term Loans

CB-20 quarterly instalments starting from 31.03.2013 to 31.12.2017 5040.63 1896.25 6936.88

6 Revamping of Steam and Power System (RSPS)- Rupee Term Loans

IB-20 quarterly instalments starting from 30.06.2012 to 31.03.2017 3000.00 1500.00 4500.00AXIS-20 quarterly instalments starting from 30.06.2012 to 31.03.2017 1600.00 800.00 2400.00

4600.00 2300.00 6900.007 Multilayer Coated Board Plant

- Rupee Term LoansSBT-18 quarterly instalments starting from 30.06.2017 to 30.09.2021 1633.20 0.00 1633.20IB-20 quarterly instalments starting from 30.06.2017 to 31.03.2022 5000.00 0.00 5000.00CB-18 quarterly instalments starting from 30.06.2017 to 30.09.2021 4855.91 0.00 4855.91UBI-18 quarterly instalments starting from 30.06.2017 to 30.09.2021 3606.59 0.00 3606.59P&S-22 quarterly instalments starting from 30.06.2017 to 30.09.2022 4499.06 0.00 4499.06

19594.76 0.00 19594.768 Rupee Term Loans-General Corporate Loan

YES-4 half-yearly instalments starting from 30.06.2013 to 31.12.2014 0.00 1150.00 1150.00YES-4 half-yearly instalments starting from 30.04.2014 to 31.10.2015 1500.00 1500.00 3000.00KOTAK-30 Monthly instalments starting from 24.05.2014 to 24.10.2016 2533.33 1466.67 4000.00SBI-47 monthly instalments starting from 30.04.2015 to 28.02.2019 5500.00 0.00 5500.00EXIM-16 quarterly instalments starting from 20.01.2016 to 20.09.2019 10000.00 0.00 10000.00

19533.33 4116.67 23650.00 Total 63698.83 38772.04 102470.87


86



Note Particulars As at As at No 31/03/2014 31/03/2013

4) DEFERRED TAX LIABILITIES

a) Deferred Tax Liabilities


Sub Total (a) 36315.00 32841.00

b) Deferred Tax Assets

Employees' Benefits 3462.00 3076.00

Others 1189.00 719.00

Sub Total (b) 4651.00 3795.00

Deferred Tax Liabilities (a) - (b) 31664.00 29046.00

5) LONG TERM PROVISIONS

Employee Benefits 9153.61 8396.97

9153.61 8396.97

6) SHORT TERM BORROWINGS

Loans Repayable on Demand

a) Secured

Working Capital Loans - Banks

Cash Credit 9368.53 6661.02

Buyer's Credit - Foreign Currency 733.72 352.44

Short Term Loan 8850.00 7500.00

Pre-shipment credit - Foreign Currency 2988.50 2383.92

Secured by a first charge on current assets of the company, namely rawmaterials, stock-in-process, semi-finished goods, finished goods,consumable stores & spares and receivables and a second charge by wayof extension of equitable mortgage on immovable properties of thecompany in Kagithapuram, Karur District, Tamil nadu and second chargeon the other fixed assets of the Company excluding Wind Mills, Vehiclesand Computer Software and assets created/proposed to be created out ofthe ASRS, LSFM,RSPS and DIP projects.

Sub-Total (a) 21940.75 16897.38

b) Unsecured

Short Term Loans from Banks

Pre-Shipment Credit - Foreign Currency 2390.80 7151.76

Buyer's Credit - Foreign Currency 18208.83 7386.50

Rupee Loan 2500.00 18150.00

Sub-Total (b) 23099.63 32688.26

Total (a) +(b) 45040.38 49585.64


87



Note Particulars As at As at No. 31/03/2014 31/03/2013

7) TRADE PAYABLES

Acceptances 4345.40 7772.61

Sundry Creditors

a) Micro and Small Enterprises 2085.77 471.66

b) Others 40145.30 32384.58

46576.47 40628.85

Note:

Based on confirmation received from suppliers regarding status under Micro,Small and Medium enterprises Development Act, 2006

a) Amount due and outstanding to suppliers at the end of accounting year 2085.77 471.66

b) Interest paid during the year Nil Nil

c) Interest payable at the end of accounting year Nil Nil

d) Interest accrued and unpaid at the end of accounting year Nil Nil

8) OTHER CURRENT LIABILITIES

Current maturities of Long Term Debt 38772.04 34707.02

Interest accrued but not due 719.81 653.76

Security Deposits from customers/contractors 3581.05 3391.85

Investor Education and Protection Fund

a) Unclaimed Dividend 75.50 74.69

b) Matured Deposits - Unclaimed 0.45 1.64

(Due at the end of the year Rs.Nil (Previous year Rs. Nil)

Amount Payable to Banks 1441.14 321.39

Tax Payables 772.40 670.39

Tax Deducted at Source (TDS) 325.97 254.21

Payroll Liabilities 2239.59 1418.22

Other payables 5032.52 3986.53

52960.47 45479.70

9) SHORT TERM PROVISIONS

Current Tax 1613.98 918.32



Employee Benefits 1101.61 721.55

7573.97 5688.52


88


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N


89


CAPITAL WORK-IN-PROGRESS INCLUDES:(Rs.in Lakh)

Sl. Particulars As at As at No 31/03/2014 31/03/2013

Tangible AssetsA) Regular Projects 6049.78 20772.82B) Mill Expansion Plan (MEP)

Opening Balance (a) 0.00 1788.09Additions:Plant and Machinery 0.00 19.98

Sub-Total (b) 0.00 19.98

Less: Transferred to Fixed Assets on capitalisationPlant and Machinery 0.00 1786.90Transfer to Regular Projects 0.00 21.17

Sub-Total (c ) 0.00 1808.07Closing Balance (a)+(b)-(c ) 0.00 0.00

C) Lime Sludge Fly Ash Management (LSFM)Opening Balance (a) 13592.31 8842.50Additions:Buildings 0.00 1767.74Plant and Machinery 706.75 1022.19Finance Costs 0.00 987.03Pre-Operative Expenses 0.00 972.85

Sub-Total (b) 706.75 4749.81Less: Transferred to Fixed Assets on capitalisationBuildings 1205.14 0.00Plant and Machinery 11432.66 0.00Finance Costs 1376.26 0.00Transfer to Regular Projects 285.00 0.00


D) Revamping of Steam and Power System (RSPS)Opening Balance (a) 11321.33 6944.91Additions:Buildings 0.00 189.42Plant and Machinery 5050.32 2879.38Finance Costs 691.98 1149.23Pre-Operative Expenses 138.91 158.39

Sub-Total (b) 5881.21 4376.42Less: Transferred to Fixed Assets on capitalisationBuildings 1374.48 0.00Plant and Machinery 13244.30 0.00Finance Costs 2100.58 0.00Transfer to Regular Projects 483.18 0.00


E) Unit - 2 - Multilayer Coated Board PlantOpening Balance (a) 0.00 0.00Additions:Buildings 2412.15 0.00Plant and Machinery 138.78 0.00Finance Costs 305.08 0.00Pre-Operative Expenses 592.73 0.00

Sub-Total (b) 3448.74 0.00Closing Balance (a)+(b) 3448.74 0.00

Grand Total (A + B + C + D + E ) 9498.52 45686.46 Intangible Assets

Opening Balance 28.29 420.85Additions: 107.13 162.85Less Transferred to Fixed Assets on capitalisation 135.42 555.41Closing Balance 0.00 28.29


90


NOTES TO ACCOUNTS

(Rs.in Lakh)


11) NON-CURRENT INVESTMENTS

Other Investments

Investment in Equity Instruments

Quoted at cost :

IDBI Bank Limited

(142720 equity shares of Rs.10 each, fully paid) 114.05 114.05

(Held by IL&FS Securities Services Ltd as collateral Security for takinghedging positions in Currency Futures)

114.05 114.05

Note:

Quoted Investment

Aggregate Amount 114.05 114.05

Market Value 93.41 114.53

12) CAPTIVE PLANTATIONS

Standing crops 2121.38 2120.55

2121.38 2120.55

The break-up of Expenditure on Captive plantation is as under

Own Lands 24.80 87.16

Leased Lands 1039.41 992.92

Revenue sharing Lands 1057.17 1040.47

Total 2121.38 2120.55

13) LONG-TERM LOANS AND ADVANCES

a) Capital Advances

Unsecured, considered good 16789.81 740.32

b) Other Loans and Advances

Advance to Sugar Mills

Secured, considered good 8020.00 8285.00

24809.81 9025.32

14) INVENTORIES

a) Raw materials

In Stock 13312.70 11449.14

In Transit 66.40 49.08

b) Work in process 3716.73 4457.88

c) Stock of Finished Goods 62.45 1717.99

d) Stock of Traded goods 23.73 122.14

e) Stores, Consumables and spare parts

In Stock 9736.22 8596.63

In Transit 1618.25 49.61

28536.48 26442.47


91


92



15) TRADE RECEIVABLES

a) Trade receivables (outstanding for more than six months from the due date for payment)


Sub-Total (a) 313.37 2366.40

b) Trade receivables (others)


Sub-Total (b) 37360.60 25327.77

Total (a) + (b) 37673.97 27694.17

16) CASH AND CASH EQUIVALENTS

a) Balance with Banks

Unpaid Dividend accounts 75.50 74.69

Current accounts 1131.92 2358.19

Savings accounts 2.48 1.92

Deposit accounts 1.16 1.16

b) Cheques, drafts on hand 6.31 11.57

c) Cash on hand 4.08 3.01

1221.45 2450.54

17) SHORT TERM LOANS AND ADVANCES

Unsecured - Considered good:

Advances recoverable in cash or in kind or for value to be received 5951.22 6878.19

Advances & Deposits with Government and public bodies 3157.35 2833.70

Balance with:

- Port Trust/Airport Authority 0.00 0.37

- Central Excise / TN VAT 2791.25 7140.03

Prepaid Expenses 511.76 327.17

Receivables - Forward Contracts (Net Gain) 0.00 561.35

MAT Credit Entitlement 8952.95 6237.98

21364.53 23978.79

Unsecured - considered doubtful 21.46 21.46

Less: Allowance for bad and doubtful advances (21.46) (21.46)

21364.53 23978.79

18) OTHER CURRENT ASSETS

Other Loans and Advances

Advances to Sugar Mills

Secured, considered good - current maturities of LTL 1284.25 1059.25

Interest accrued on Advances/Deposits etc., 1319.73 1115.46

2603.98 2174.71


92



Note For the Year For the Year No. Particulars ended ended

31/03/2014 31/03/2013

19) SALES (Net of Sales Tax & Sales Returns)

Printing & Writing Paper:

- Domestic Sales 197078.10 161338.47

- Export Sales 33963.03 31289.15

231041.13 192627.62

Less: Discounts 16294.72 17387.62

214746.41 175240.00

Cement 4922.34 0.00

Pulp 877.51 686.88

Energy 1593.24 1282.06

Sale of Traded Goods

Note Books 11508.69 10766.30

Paper 330.65 0.00

Other Operating Income

Export Incentive 920.15 1029.56

Incentive under CDM / REC 1002.81 1704.51

Sale of scrap, wastes etc. 2430.37 2995.93

238332.17 193705.24

20) OTHER INCOME

Interest - Deposits/Advances/OD bills 807.52 444.92

Dividend - Non-trade

a) Long Term Investments 6.03 2.14

b) Current Investments 0.00 0.05

Rental - Building 108.27 106.99

Profit on Sale of Assets 56.69 0.00

Other receipts 693.58 1438.22

1672.09 1992.32

21) COST OF MATERIAL CONSUMED

Raw materials consumed * 39496.05 26632.08

Chemicals consumed 21813.59 19558.86

Freight & Handling charges 5050.60 2974.81

Packing Expenses 4426.65 3971.91

70786.89 53137.66

22) PURCHASE OF STOCK IN TRADE

Note Books 9412.47 9627.94 Paper 317.47 0.00

9729.94 9627.94

* Excluding cost of Bagasse procured in lieu of steam/fuel supplied.


93



Note For the Year For the Year No. Particulars ended ended

31/03/2014 31/03/2013

23) CHANGES IN INVENTORIES OF

Bagasse (1977.04) 1355.67Work in Progress 741.15 659.50Finished Goods 1733.44 651.76

497.55 2666.93

24) EMPLOYEE BENEFIT EXPENSES

Salaries, Wages and Bonus 11047.07 9208.83 Contribution to Provident and Other funds 1580.04 1846.53 Gratuity, Leave Encashment 1593.06 1712.54 Staff Welfare 1359.28 1135.68

15579.45 13903.58

25) OTHER EXPENSES

Stores consumed 1680.17 1682.45 Power, Fuel & Water charges* 48834.92 41938.53 Repairs and maintenance:

- Building 1455.49 1045.30 - Plant and machinery 15006.91 9656.22 - Others 410.14 147.68

Rent 133.11 196.08 Rates and Taxes 305.75 459.20 Insurance 240.25 206.16 Transportation Charges 3991.28 3525.42 Commission & Discount on Sales 5005.56 3889.62 Travelling & Conveyance 313.74 224.79 Auditors' Remuneration 14.23 13.05 Printing and Stationery 73.36 41.48 Communication 112.76 119.72 Loss on write off/Sale of Fixed Assets(Net) 0.00 0.03 Advertisement 458.42 359.37 Farm Forestry 398.75 329.73 Bad Debts/Advances w/ off (Net) 0.00 57.51 Loss on Exchange Fluctuations 667.35 1120.17Miscellaneous 2178.03 1563.08

81280.22 66575.59 *Includes Generation tax of Rs. 943.51 lakh relating to earlier years (Previous Year Rs.NIL)

26) FINANCE COST

Term Loans 6611.98 4716.68 Working Capital 5626.66 6609.36 Fixed Deposits 0.00 0.07 Others 582.51 771.02

12821.15 12097.13


94




27) CONTINGENT LIABILITIES AND COMMITMENTS

(TO THE EXTENT NOT PROVIDED FOR)

A) CONTINGENT LIABILITIES

a) Claims against the company not acknowledged as debts - Statutory Dues

i) Income-tax 6885.27 4865.88

ii) Wealth Tax 19.46 19.46

iii) Custom Duty 271.21 271.21

iv) Excise Duty 32769.15 29716.39

b) Claims against the company not acknowledged as debts - Others

i) Corporate Office - Land 22.80 22.80

ii) Land Acquisition Claims 136.12 134.60

iii) Cess on Land Lease at Perungudi - Wind farm 92.74 92.74

iv) Interest on Water Royalty paid belatedly 82.48 82.48

v) Lease - Wind Mill 8.12 8.12

vi) Interest - ABFSL 138.24 138.24

vii)Property Tax 0.00 288.39

viii) Generation tax & interest on Generation Tax 1429.63 2373.14

ix) Others 257.26 96.37

c) Concession in custom duty availed for imports cleared under EPCG Scheme 1550.16 2816.79

d) Solar Purchase Obligation 0.00 990.00

e) Revenue sharing agreement under captive plantation Non-Quantifiable

f) Guarantees issued by the banks on behalf of the Company 2633.06 4263.69

g) Letter of Credit issued by banks on behalf of the Company

Unit - 1 - Paper 10142.26 6984.87

Unit - 2 - Multilayer Coated Board Plant 35012.04 0.00

Sub-Total (A) 91450.00 53165.17

B) COMMITMENTS

a) Estimated amount of contracts remaining to be executed on capital account and not provided for

Regular Capital Project 1060.12 3551.36

Unit - 2 - Multilayer Coated Board Plant 71253.43 0.00

Sub-Total (B) 72313.55 3551.36

Total (A) + (B) 163763.55 56716.53


95



SI.No. Particulars 2013 - 2014 2012 - 2013

28) I) Additional Information:- a) Value of Raw Materials, Chemicals, Stores & Spare Parts consumed

i) Major Raw Materials consumed

a) Indigenous

Wood 20538.51 17465.84

Bagasse @ 23977.17 22281.73

Waste Paper 2436.17 0.00

LSFM - Rawmaterials 850.44 0.00

Total (a) 47802.29 39747.57

b) Imported

Imported Pulp 6567.84 8736.26


Total (b) 11961.57 8736.26Total - (a) + ( b ) 59763.86 48483.83

Indigenous - Percentage on Total Consumption 79.99% 81.98%

Imported - Percentage on Total Consumption 20.01% 18.02%

100.00% 100.00%

@ Bagasse is procured both from open market and under barterarrangement with various sugar mills by exchange of fuel/steam. Theconsumption value of bagasse represents the cost of procurement ofbagasse from open market and cost of production of steam/fuelsupplied to Sugar Mills in exchange for bagasse, freight, handlingcharges etc. The cost of bagasse procured on barter is accounted ondepithed basis and the same is included in the respective heads ofaccounts

ii) Chemical consumed

Indigenous 19071.01 17632.72

Imported 2742.58 1926.14

Total 21813.59 19558.86



100.00% 100.00%

iii) Stores and Spares consumed

Indigenous 6764.84 8676.26

Imported 4848.27 2744.90

Total 11613.11 11421.16


Imported - Percentage on Total Consumption 41.75% 24.03%100.00% 100.00%


96



SI. Particulars 2013 - 2014 2012 - 2013 No.

iv) FuelFactory

Indigenous 7554.84 5982.44

Imported 21421.96 16845.33

Sub-Total (a) 28976.80 22827.77Offsites

Indigenous 339.64 99.32

Imported 15011.13 10608.03

Sub-Total (b) 15350.77 10707.35

Total - (a) + ( b ) 44327.57 33535.12



100.00% 100.00%

b) Foreign Currency Transactions:i) Earnings in Foreign Currency

FOB Value of Exports 33436.35 29704.48

CDM Receipts 0.00 17.82

ii) Value of imports calculated on CIF values

Wood pulp 5911.30 3776.59

Chemicals 2382.17 1630.21


Stores & Spares 5386.27 2596.09

Coal 30182.63 22339.47

Capital Goods 456.87 1145.76

iii) Other expenditure in Foreign Currency

Engineering and Supervisory Charges 241.29 144.89

Interest 1627.94 2688.57

Others 202.99 144.25

iv) Dividend remitted in Foreign Currency 2012-13 2011-12

No. of Non-Resident Shareholders 6 6

No. of Shares held by Non-Resident Shareholders 1900 1900

Dividend 0.10 0.10

c) Details of Auditors Remuneration 2013-14 2012-13

a) Statutory audit 7.50 6.00

b) Limited Review 1.88 1.50

c) Tax audit 1.25 1.00

d) Certification fees 1.85 4.55

e) Relating to previous years- Statutory Audit 1.50 0.00- Tax Audit 0.25 0.00

Total 14.23 13.05


97



SI. Particulars 2013 - 2014 2012 - 2013 No.

d) Earning Per Share (EPS)

Weighted Average Number of Shares 69210600 69210600

Number of Shares outstanding at year end 69210600 69210600

EPS (Rs.) 23.29 13.22

e) Intangible Assets - Expenditure on Research & Development

Salaries & Wages 103.13 123.31

Repairs and Maintenance 20.79 11.30


Chemicals 129.30 275.06

Total 295.25 449.94

Note: The above items have been included under the respective naturalheads of expenditure in the statement of Profit and Loss.

f) Amount due to Micro, Small and Medium EnterprisesDevelopment Act, 2006 registered suppliers(Based on the status confirmation received from suppliers)

a) Amount due and outstanding to suppliers at the end of accounting year 2085.77 471.66

b) Interest paid during the year Nil Nil

c) Interest payable at the end of accounting year Nil Nil

d) Interest accrued and unpaid at the end of accounting year Nil Nil

g) OTHER CURRENT LIABILITIES:

Other payables includes:

a) Rs.2410.35 lakh being the guarantee commission in respect of IBRD Loan guaranteed by Govt. of India lying since 2002

b) Rs.2590.46 lakh being Electricity Generation Tax for the generation of energy from captive generation plant for own use.

h) Confirmation of balances from Debtors, Creditors and for Loans and Advances have been received and the sameis being reconciled

i) Farm Forestry Expenditure is charged-off to the Statement of Profit and Loss, in the year in which it is incurred,since it could not be matched with wood procured from farmers.

j) Non Moving Stores & Spares

Stores and spares not drawn for use for more than three years as at the end of the year are charged to revenue.Such stores and spares are carried at nil value in the books and in the year of issue, charged to revenue at nil value.


98


l) THE MOVEMENT IN HEDGING RESERVE DURING THE YEAR ENDED 31ST MARCH, 2014 FOR DERIVATIVESDESIGNATED AS CASH FLOW HEDGE IS AS FOLLOWS: (Rs.in Lakh)

Hedge HedgeSl. Particulars relating to relating to TotalNo. Firm forecast

Commitment Transactions

1 Balance at the beginning of the year (3.14) 631.18 628.04

2 Changes in the fair value of hedges at the exchange rate on the date of settlement of theunderlying transactions (5.82) (1614.94) (1620.76)

3 Gains/(Losses) transferred to the Statement of Profit & Loss / carrying cost of Non Monetary assets/liabilities (8.96) (983.76) (992.72)

4 Changes in the fair value of the effective portion of the outstanding cash flow hedges. (124.97) 543.39 418.42

5 Gains/(losses) Relating to discontinued cash flow hedge transferred to the Statement of Profit & Loss. 0.00 0.00 0.00

6 Balance at the year end - 31.03.2014 (124.97) 543.39 418.42

NOTES TO ACCOUNTS(Figures in Million)

SI. Nature of Exposure and Currency 31.03.2014 31.03.2013 Underlying No. Risk

Coverage

k) a) Outstanding Forward Contracts & Financial

Instruments which are in substance

Forward Contracts

i) Firm and Future Commitments / Probable future Transactions

Exports - USD 16.568 40.852 USD / INR

Imports - Revenue - USD 8.101 8.338 USD / INR

Imports - Revenue - EURO 0.100 0.096 EURO/INR

ii) Balance Sheet Items

Packing Credit - USD 9.000 17600 USD / INR

Buyers' Credit - USD 31.692 14.284 USD / INR

Suppliers' Credit - USD 3.072 14.346 USD / INR

Term Loan - FCNR (B) 7.326 0.000 USD / INR

Term Loan - ECB Loan - USD-Interest Rate Swap 3.750 7.500 USD / INR

Term Loan - ECB Loan - JPY 52.570 391.590 JPY / USD

b) Unhedged Foreign Currency Exposure -

Assets & Liabilities

Term Loan - ECB Loan - JPY 883.019 1764.980 JPY / INR

Term Loan - ECB Loan - USD 12.750 26.500 USD/INR

Term Loan - FCNR (B) Loan - USD 16.222 27.036 USD/INR

Term Loan - FCNR (B) Loan - USD 7.326 8.619 USD/INR

Outstanding Export Bills - USD 1.964 6.728 USD/INR


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II a) SIGNIFICANT ACCOUNTING POLICIES

AS - 1 Disclosure of Accounting Policies

The accounts have been prepared using historical cost convention and on the basis of going concern, with revenuesrecognised, expenses accounted on accrual basis, unless otherwise stated and in accordance with applicableaccounting standards.Use of Estimates:

The preparation of financial statements requires management to make estimates and assumptions of some of thereported amounts of assets and liabilities, the disclosure of contingent assets and liabilities on the date of thefinancial statements and amounts of revenues and expenses during the period reported.

AS - 2 Valuation of Inventories

a) Inventories excluding wood from captive plantation are valued at cost or net realisable value, whichever islower. Cost represents all cost of purchase, cost of conversion and other costs incurred in bringing theinventories to their present location and condition. Cost for the purpose of valuation is determined by usingthe weighted average cost, net of taxes and duties eligible for credit, except note books where stocks arevalued at lower of cost and net realisable value on FIFO Basis.

b) Wood from captive plantation is valued at cost (incurred till date of felling) or market price whichever is less.Standing C rops are valued at the total amount of expenditure incurred (including land developmentexpenditure), adjusted for failed plantation costs and incidental revenue realized.

c) Bagasse consumption value and stock is valued at weighted average cost, net of taxes and duties eligible for credit.

d) Work-in-ProcessPaper in process is valued at cost which includes cost of inputs, net of taxes and duties eligible for credit andoverheads upto the stage of completion.

e) Non Moving Stores & SparesStores and spares not drawn for use for more than three years as at the end of the year are charged to revenue.Such stores and spares are carried at nil value in the books and in the year of issue, charged to revenue at nil value.

AS - 3 Cash Flow Statements

Cash Flow Statement has been prepared under Indirect Method. Cash and Cash Equivalents comprise Cash in Hand,Current and Other Accounts (including Fixed Deposits) held with Banks.

AS - 4 Events occurring after the Balance Sheet Date

a) Assets and Liabilities are adjusted for events occurring after the balance sheet date that provide additionalevidence to assist the estimation of amounts relating to conditions existing at the balance sheet date.

b) Dividends, which are proposed / declared by the Company after the Balance Sheet date but before the approvalof the Financial Statements, are adjusted.

AS - 5 Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies

Extra-ordinary Items, and Prior Period Incomes and Expenditures, are accounted in accordance with AccountingStandard 5.

AS - 6 Depreciation Accounting

a) Depreciation on fixed assets is provided on straight-line basis at the rates and in the manner prescribed inSchedule XIV to the Companies Act, 1956.

b) Depreciation on additions / deductions in respect of fixed assets are charged pro-rata from / upto the date inwhich the asset is available for use / disposal

c) Depreciation on addition to assets (which are to supplement the usage of the parent asset) is provided asdetailed below: -i) In respect of additions to existing Buildings, Depreciation has been provided prospectively over the residual

life of the parent asset from the beginning of the year in which such additions are made. ii) In respect of additions to existing Plant and Machinery, Depreciation has been provided prospectively over

the residual useful life of the parent asset from the beginning of the year in which such addition is made.iii) In respect of rebuild / upgrade of machinery leading to substantial capacity expansion, depreciation is

provided on straight line basis at the rates and in the manner provided in Schedule XIV to the CompaniesAct, 1956.


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d) In respect of modernisation programme leading to replacement of existing assets, depreciation is providedover the remaining useful life of the assets getting replaced.

e) In respect of Individual Assets costing less than Rs.5000/-, full depreciation has been provided in the year ofaddition.

f) In respect of specific spares Machinery spares specific to an item of fixed asset costing Rs.3 lakh and above per individual unit are treatedas addition to fixed asset and depreciation provided over the remaining useful life of the parent asset. In theyear of issue, written down value of such spares are charged as depreciation. Spares acquired during the yearand issued for use during the year is treated as addition to fixed asset and 100% depreciation is provided.

g) Pending renewal of agreements with some of the sugar mills, depreciation on fixed assets at such Offsite isprovided on straight-line basis at the rates and in the manner prescribed in Schedule XIV to the Companies Act,1956 considering the continued arrangement for procurement of bagasse from sugar mills.

AS - 9 Revenue Recognition

a) Sales are accounted net of excise duty, sales tax and sales returns.b) Other items of revenue are recognised in accordance with the Accounting Standard (AS-9). Accordingly, where

there are uncertainties in the ascertainment /realisation of income such as interest from customers (uponfactors such as financial condition of the person from whom the same is to be realised) / Liquidated damagesrecovered from suppliers / contractors, the same is not accounted for.

c) Liquidated damages and penalties recovered from suppliers/contractors, in relation to fixed assets are creditedto Statement of profit and loss unless the delay has resulted in extra cost of assets, in which case the sameare adjusted towards the carrying cost of the respective asset.

d) CDM benefits are recognized in the Statement of profit and loss upon issue of CER by the Executive Board ofCDM and Execution of Emission Reduction Purchase Agreement with the Buyer.

e) Renewable Energy Certificate (REC) benefits are recognized in the statement of Profit and Loss on sale of REC’s.

AS - 10 Accounting for Fixed Assets

Fixed Assets

a) Fixed Assets are stated at cost of construction or acquisition less accumulated depreciation. Costs attributableto bring the fixed assets to a working condition are capitalised net of taxes and duties eligible for credit.

b) Additional compensation for lands acquired from farmers under Land Acquisition Act, 1894 is capitalised withthe cost of the land in the year of payment based on final award of compensation by appropriate authority.

c) Operating software is capitalised with the related fixed assets.d) Machinery spares specific to an item of fixed asset are treated as addition to fixed asset.Capital Work-in-Progress

Cost of assets (net of taxes and duties eligible for credit) not put to use before the year-end are disclosed underCapital Work-in-Progress.In respect of identified projects, expenditure during construction period net of related income is included undercapital work in progress and the same is allocated to the respective fixed assets that are capitalised.Assets are capitalised when they are ready for use / put to use.

AS - 11 Accounting for Effects in Foreign Exchange Rates

a) Foreign currency monetary items such as current assets and current liabilities are initially recognized at theexchange rate on the date of the transaction. These items are reported at the closing rate on the balancesheet date.

b) Forward exchange contracts or other financial instruments, that are in substance, forward exchange contractsentered into for hedging the monetary items are initially recognized at the exchange rate on the date ofinception of the Forward Contract. The company does not enter into any forward contracts for trading orspeculative purposes.

c) The Premium or Discount arising at the inception of such a Forward Contract is amortised as expense or incomeover the life of the contract.

d) Forward contracts are reported at the closing rate on the date of the balance sheet.e) Exchange differences other than those covered under para(g) arising on reporting the above items at rates

different from which they were initially recorded during the period or reported in the previous financialstatements are recognized as income / expenditure in the Statement of Profit and Loss.


101


f) Contingent liabilities denominated in foreign currency at the balance sheet date are disclosed using the closing rate.

g) Pursuant to insertion of paragraph 46A in Accounting Standard – 11 (AS-11) by the Companies (AccountingStandard) (Second Amendment) Rules, 2011 vide Notification GSR 913(E) & Notification No.GSR 914(E) dated29-12-2011, issued by the Ministry of Corporate Affairs, Government of India, the Company has exercised theoption of capitalizing the exchange difference on Long Term Foreign Currency Loans in relation to depreciablefixed assets / Capital Work-in-Progress with effect from 01-04-2011.

AS - 12 Accounting for Government Grants

Capital Grants relating to specific fixed assets are reduced from the gross value of the respective fixed assets andother Capital Grants are treated as Capital Reserve.

Government grants relating to revenue are recognised on accrual and are shown under other income.

AS - 13 Accounting for Investments

a) Long-term investments are valued at cost. Provision, if any, is made to recognise a decline other than atemporary, in the value of long-term investments. Decline in the value of long-term investments is determinedinitially ten years from the date of its purchase and thereafter once in a period of five years.

b) Current investments are valued at lower of cost and fair market value.

AS - 15 Employee Benefits

a) Short term employee benefits are charged at the undiscounted amount to Statement of Profit and Loss in theyear in which the related service is rendered.

b) Defined benefit plan / long term compensated absence

i) Provident Fund

The Company pays fixed contribution to provident fund at pre – determined rates to a separate irrevocabletrust approved by the Commissioner of Income Tax, which invests the fund in permitted securities. Thecontribution to the fund for the period is recognised as expenses and is charged to Statement of Profit andLoss. While the obligation to the Company is limited to such fixed contribution, as per the rules of Employee’sProvident Fund (EPF) any deficiency in the rate of interest on the contribution based on its return oninvestment as compared to the rate declared for Employees Provident Fund by the Government under para60 of the Employees Provident Fund Act is to be met by the Company. Also as per the rules, any deficiencyin the fair value of plan assets backing the Provident Fund accumulations compared to the amount of suchaccumulations is to be met by the company.

ii) Gratuity and long term compensated absence:

Liabilities in respect of defined benefit plan in the form of gratuity and Long term compensated absencesare determined based on actuarial valuation made by an independent actuary using projected unit creditmethod as at the balance sheet date and are unfunded.

c) Defined Contribution

Defined contributions towards retirement benefits in the form of Pension and Superannuation Fund for theyear are charged to Statement of Profit and Loss.

AS - 16 Borrowing cost

Borrowing costs, attributable to qualifying assets, are capitalised up to the date the asset is ready for use / put touse. All other borrowing costs are charged to revenue.

AS - 17 Segment Reporting

a) The company has identified business segments viz. Paper, Energy and Cement. Revenue and expenses havebeen identified to respective segments on the basis of operating activities of the enterprise. Revenue andexpenses which relate to the enterprise as a whole and are not allocable to a segment on a reasonable basishave been disclosed as unallocable revenue and expenses.

b) Segment assets and liabilities represent assets and liabilities in respective segments. Other assets and liabilitiesthat cannot be allocated to a segment on a reasonable basis have been disclosed as unallocable assets and liabilities.

c) Inter segment revenue / expenditure is recognized at cost.

d) Geographical segments have been considered for Secondary Segment Reporting by treating sales in India andforeign currency as reportable geographical segments.


102


AS - 18 Related Party Transactions

Remuneration to Key Managerial Personnel, other than Independent Non-executive Directors, is disclosed as ‘RelatedParty Transactions’ in the Notes to Accounts.

AS - 19 Leases

Rentals are expensed with reference to lease terms and other considerations.AS - 20 Earnings per Share

a) Basic Earnings per share is computed with reference to the Weighted Average number of Shares, based onmonthly rests.

b) Diluted Earnings per share is computed based on fully paid-up value of the Shares issued, as if Calls-in-Arrearshas been received.

AS - 22 Accounting for Taxes on Income

Income-tax expense is accounted in accordance with AS 22 - “Accounting for taxes on Income” which includescurrent taxes and deferred taxes. Deferred taxes reflect the impact of current year timing differences betweentaxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred taxassets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income willbe available.

AS - 26 Intangible Assets

General:

a) Intangible assets are stated at cost less accumulated amortisation.

b) Computer software being intangible asset is amortised over a period of four years.

Research and Development:

a) Expenditure relating to capital items are treated as fixed assets and depreciated at applicable rates.

b) Other expenditure on Research is recognised as an expense under respective natural heads, as and when incurred.AS - 28 Impairment of Assets

The Company determines the Impairment of Assets based on Cash Generating Units. For this purpose, the CashGenerating Units have been based on segments of operations, viz., ‘Paper & Pulp’, ‘Energy’ and ‘Cement’. Theimpairment loss will be provided if the carrying amount exceeds recoverable amount.

AS - 29 Provisions, Contingent Liabilities and Contingent Assets

a) A present obligation, which could be reliably estimated, is provided for in the accounts, if it is probable that anoutflow of resources embodying economic benefits will be required for its settlement.

b) Contingent Liabilities are disclosed by way of notes in the Balance Sheet.

c) Contingent Assets are neither recognised nor disclosed.AS - 30 Accounting of Derivative Financial Instruments

The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuationsrelating to certain firm commitments and forecast transactions. The Company designates these hedging instrumentsas cash flow hedges applying the recognition and measurement principles set out in the Accounting Standard 30“Financial Instruments : Recognition and measurement” (AS – 30).

Hedging instruments are initially measured at fair value, and are remeasured at subsequent reporting dates. Changesin the fair value of these derivatives that are designated and effective as hedges of future cash flows are recognizeddirectly in hedge reserve account and the ineffective portion is recognized immediately in Statement of profit and loss.

Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognizedin Statement of profit and loss as they arise.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or nolonger qualifies for hedge accounting. If a hedged transaction is no longer expected to occur, the net cumulativegain or loss recognized in hedge reserve account is transferred to Statement of profit and loss.

The gain / loss on the hedging instrument in respect of a forecasted transaction / firm commitment in respect of anon financial asset / liability is recognized in the hedge reserve account. Upon the forecast transaction / firmcommitment subsequently resulting in the recognition of a non financial asset / liability, the associated gain / lossrecognized in the hedge reserve account is transferred to the initial cost / carrying cost of the non financial asset / liability.


103


b) Accounting Standard Disclosures:

i) AS - 15 – Employee Benefit

a) The fair value of the assets of the provident fund trust including the return on the assets thereof, as on

the balance sheet date is greater than the obligations under the defined contribution plan, as determined

by the actuary and requires no further charge to Statement of profit and loss.

b) Other Defined Benefits

(Rs. in Lakh)

TYPE OF PLANLEAVE

GRATUITY ENCASHMENT

PERIOD OF DISCLOSURE 2013-14 2012-13 2013-14 2012-13

UNFUNDED UNFUNDED

RECONCILIATION OF OPENING AND CLOSING BALANCES:

PVO as at the beginning of the period 6764.15 5986.18 2354.37 2056.35

Interest Cost 540.31 499.63 179.80 163.14

Current service cost 315.91 290.80 235.53 352.52

Benefits paid (187.16) (353.10) (269.20) (318.74)

Actuarial loss/(gain) on obligation (balancing figure) (175.57) 340.64 497.07 101.10

PVO as at the end of the period 7257.64 6764.15 2997.57 2354.37

EXPENSES RECOGNISED IN THE STATEMENT OF

PROFIT AND LOSS

Current service cost 315.91 290.80 235.53 352.52

Interest Cost 540.31 499.63 179.80 163.14

Expected return on plan assets 0.00 0.00 0.00 0.00

Net actuarial (gain)/loss recognized in the year (175.57) 340.64 497.07 101.10

Expenses recognized in the Statement of Profit and Loss 680.65 1131.07 912.40 616.76

Net Assets(Liability) recognised in the Balance Sheet

Present value of obligation 7257.64 6764.15 2997.57 2354.37

Fair value of plan assets 0.00 0.00 0.00 0.00

Difference 7257.64 6764.15 2997.57 2354.37

Liability recognized in the Balance Sheet 7257.64 6764.15 2997.57 2354.37

ASSET/LIABILITY RECOGNIZED IN THE BALANCE SHEET

Opening net liability 6764.15 5986.18 2354.37 2056.35

Expense as above 680.65 1131.07 912.40 616.76

Contribution paid (187.16) (353.10) (269.20) (318.74)

Closing net liability recognized in Balance Sheet 7257.64 6764.15 2997.57 2354.37

PRINCIPAL ACTUARIAL ASSUMPTIONS

[Expressed as weighted averages]

Discount Rate 9.10% 8.10% 9.10% 8.10%

Salary escalation rate 8.00% 6.75% 8.00% 6.75%

Attrition rate 3.00% 3.00% 3.00% 3.00%

Expected rate of return on plan assets

ENTERPRISE'S BEST ESTIMATE OF CONTRIBUTION

DURING NEXT YEAR 200.00 350.00 300.00 300.00


104



ii) Segment Reporting: (AS 17)

a) Primary Segments

(Rs. In lakh)

Year Year Year Year Year Year Year Year

Particulars Ended Ended Ended Ended Ended Ended Ended Ended

31.03.2014 31.03.2013 31.03.2014 31.03.2013 31.03.2014 31.03.2013 31.03.2014 31.03.2013

Paper Energy Cement Total

1 Segment Revenue

a) External Sales 218080.86 179113.69 1328.69 1282.06 4759.53 0.00 224169.08 180395.75

b) Inter Segment Sales 0.00 0.00 28296.72 24124.99 0.00 0.00 28296.72 24124.99

Sub-Total 218080.86 179113.69 29625.41 25407.05 4759.53 0.00 252465.80 204520.74

Less:Inter Segment Revenue 28296.72 24124.99 28296.72 24124.99

Net Sales / Income from Operations 1328.69 1282.06 224169.08 180395.75

Total Segment Revenue 218080.86 179113.69 1328.69 1282.06 4759.53 0.00 224169.08 180395.75

2 Segment Results 34409.64 25488.95 367.93 607.63 (735.05) 0.00 34042.52 26096.58

(Profit (+) / Loss (-) before tax and Interest)

Less:

i) Interest 12821.15 12097.13

ii) Other unallocable expenditure

net of unallocable income 953.80 1388.82

iii) Exceptional Items 0.00 0.00

Profit Before Tax 20267.57 12610.63

Provision for Taxation 4149.81 3462.63

Profit after Tax 16117.76 9148.00

3 Other Information

Segment Assets 276498.45 297511.36 37491.24 20619.16 15035.00 0.00 329024.69 318130.52

Unallocated Corporate Assets 17430.63 29971.42

Total Assets 276498.45 297511.36 37491.24 20619.16 15035.00 0.00 346455.32 348101.94

Segment Liabilities 54344.55 41755.20 1715.24 305.33 6507.16 0.00 62566.95 42060.53

Unallocated Corporate Liabilities 89584.34 99322.18

Total Liabilities 54344.55 41755.20 1715.24 305.33 6507.16 0.00 152151.29 141382.71

Capital Expenditure (excludes unallocated

corporate capital expenditure of Rs. 134.33 lakh.

(previous year Rs.27.41 lakh) 24128.42 7127.84 15854.31 939.10 14053.40 0.00 54036.13 8066.94

Depreciation (excludes other unallocated

corporate depreciation of Rs.56.63 lakh.

Previous year Rs. 59.48 lakh) 16428.09 15609.93 2037.83 1829.20 709.17 0.00 19175.09 17439.13

105


b) Geographical Segment

(Rs. In lakh)

Particulars India Rest of the world Total

31.03.14 31.03.13 31.03.14 31.03.13 31.03.14 31.03.13

Revenue from external customers 190206.05 149106.60 33963.03 31289.15 224169.08 180395.75

iii) RELATED PARTY DISCLOSURES (AS 18):

The Company has paid the following remuneration during the year to its Chairman and Managing Director(CMD), Deputy Managing Director (DMD) and Director (Operations) / Whole Time Director (WTD) and isincluded in Employee Benefit Expenses (Note No.24):

(Rs. In lakh)

Particulars 2013-2014 2012-2013

CMD/MD DMD/WTD DO/WTD Total CMD/MD DMD/WTD Total

Pay and Allowances 2.82 24.65 16.26 43.73 5.25 23.81 29.06

Reimbursement of Medical Expenses 0.73 0.91 1.15 2.79 0.30 1.38 1.68

Other Perquisite 0.00 3.57 3.27 6.84 0.20 4.26 4.46

3.55 29.13 20.68 53.36 5.75 29.45 35.20

iv) IMPAIRMENT OF ASSETS (AS 28):

The “recoverable amount” is higher than the “carrying amount” of the cash generating units and hence thereis no impairment of losses under AS – 28

III) GENERAL

a) Figures for the previous year have been regrouped/restated/reclassified wherever necessary to conformto current year’s classification.

b) Amounts have been rounded off to the nearest two decimal points of lakh of rupees.

vide our report of even dateC. V. SANKAR, IAS A.VELLIANGIRI For RAMAN ASSOCIATE

Chairman & Managing Director Dy.Managing Director Chartered Accountants(DIN. 00703204) (DIN. 00153169) Firm Reg. No.002910S



106


ELECTRONIC CLEARING SERVICES (ECS) MANDATE FORMAT

To To

M/s Cameo Corporate Services Ltd (In Case of Electronic Holding)UNIT : Tamil Nadu Newsprint and Papers Limited The Depository ParticipantV Floor, “Subramanian Building”,No.1, Club House Road,Chennai – 600 002.

Dear Sir,

FORM FOR ELECTRONIC CLEARING SERVICES FOR PAYMENT OF DIVIDEND

Note: If you are already receiving dividend through ECS, please ignore this.

I wish to participate in the Electronic Clearing Services (ECS) and give below the details of my bank account, to which you may electronicallycredit the payment due to me against the reference folio number mentioned below.

1. For Shares held in physical form

Folio No. :

2. For Shares held in electronic form

(Shareholders holding shares in electronic form i.e in Demat mode, should forward this form to their respective Depository Participant.)

DP ID :

Client ID :

3. Shareholderʼs Name: Shri/Smt/Kum/M/s _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

4. Shareholderʼs Address _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

5. Particulars of Bank:

• Bank Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

• Branch Name & Address:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

• Mention the 9 digit code number of the bank and branch appearing on the MICR cheque issued by the bank.(Please attach the photocopy of a cheque or a cancelled bank cheque issued by your bank for verifying the accuracy of the code number)

• Account type (Please Tick) : Savings Current Cash Credit

• Account Number (as appearing on the cheque book) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

6. Date from which the mandate should be effective:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

I, hereby, declare that the particulars given above are correct and complete. If any transaction is delayed or not effected at all for reasonsof incomplete or incorrect information, I would not hold the company / Registrars & Share Transfer Agents of the Company responsible. I also undertake to advise any change in the particulars of my account to facilitate updation of records for purpose of credit of dividend amountthrough ECS.

Place : Signature of the First Shareholder

Date :


107


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Tamil Nadu Newsprint and Papers Limited

No.67, Mount Road, Guindy, Chennai – 600 032, India.

Phone : 2235 4415-16, 2230 1094-98

Fax : 2235 0834, 2235 4614

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